Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. (a) Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer for, Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.03, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties 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. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) 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. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), ) and, subject to Section 6.04 and Section 6.076.4 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 2.12 hereof and Section 2.09 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.6 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (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 waiverIndenture. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected HolderHolder of Notes affected, no amendment, supplement an amendment or waiver under this Section 9.02 maymay 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 stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such ▇▇▇▇▇▇’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement amendment or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender. After an amendment or supplement under this Section 9.2 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee 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, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section Sections 6.04 and Section 6.076.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the a tender offer or exchange offer for, or purchase of, or tender offer for, the Notes). ; Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) . Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.03hereof, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties 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 amendment or waiver. It , but it shall be sufficient if such consent approves the substance thereof. (d) . A consent to any amendment or waiver under this Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. (e) . Without the consent of each affected HolderHolder of Notes, no amendment, supplement an amendment or waiver under this Section 9.02 maymay not, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver, including the waiver of Defaults or Events of Default, or to a rescission and cancellation of a declaration of acceleration of the Notes; (2) reduce the stated rate principal of interest or extend change the stated time for payment fixed maturity of interest any Notes, or change the date on which any NoteNotes may be subject to redemption, or reduce the redemption price therefor; provided that any amendment to the minimum notice requirement may be made with the consent of the Holders of at least a majority in principal amount of Notes then outstanding; (3) reduce the principal rate of or extend change the Stated Maturity time for payment of interest, including defaulted interest, on any NoteNotes; (4) waive a Default or Event of Default in the payment of principal of, premium, if any, of or interest on the Notes (any Note, 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 with respect to a nonpayment default and a waiver of the payment default Default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note Notes payable in money other than that stated in the NoteNotes; (6) make any change in this Article IX that is materially adverse to the Holders; (7) impair make any change in the provisions of this Indenture protecting the right of any each Holder to receive payment of principal of, premium, if any, or of and interest on such Holder’s Notes Note on or after the due dates therefor date thereof or to institute bring suit for the enforcement of any payment on or with respect to enforce such Holder’s Notespayment; (8) make contractually subordinate the Notes or the Guarantees to any change other Indebtedness in the amendment or waiver provisions which require each Holder’s consenta manner materially adverse to Holders; or (9) modify the Note Guarantees in release any manner materially adverse to the Holders. (f) A consent to Guarantor that is a Significant Subsidiary from any amendment, supplement of its obligations under its Guarantee or waiver of this Indenture, the Notes or any Note Guarantee except as permitted by any Holder given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tenderthis Indenture.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes and any Note Guarantee with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section Sections 6.04 and Section 6.076.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with the a tender offer or exchange offer for, or purchase of, or tender offer for, the Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and Section 12.039.05 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) . It shall is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be , but it is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. (e) Without . Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected HolderHolder affected, no an amendment, supplement or waiver under this Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate principal of interest or extend change the stated time for payment fixed maturity of interest on any NoteNote or alter the provisions with respect to the redemption of the Notes (other than provisions relating to Section 4.09 hereof and provisions relating to the number of days of notice to be given in the event of a redemption); (3) reduce the principal rate of or extend change the Stated Maturity time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, or interest on the on, such Notes (except a rescission of acceleration of the such Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of make any Note or change the time at which any Note may be redeemed or repurchased as described payable in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions currency other than that stated in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding)such Note; (6) make any Note payable in money other than that stated change in the Noteprovisions of this Indenture relating to waivers of past Defaults or the rights of Holders of such Notes to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) impair the right of any Holder to receive waive a redemption payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;any Note (other than a payment required by Section 4.09 hereof); or (8) make any change in the preceding amendment or and waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holdersprovisions. (f) 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. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Secured Notes Collateral Agent may amend or supplement this Indenture, the Notes and any Note Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.9 hereof and Section 2.09 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 and Section 12.0313.2 hereof, the Trustee shall will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for . Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9 to the extent permitted by this Indenture); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9 to the extent permitted by this Indenture); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.6; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the contractual right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor (for the avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of the covenants described above under Section 3.9 and Section 3.17 and clauses (3), (4), (6), (7) and (9) of Section 6.1 and the related definitions shall be deemed not to impair the contractual right of any Holder to institute a suite for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor); (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; orthe Holders’ consent described in this Section 9.2; (9) modify the any Note Guarantees Guarantee in any manner materially adverse to the Holders.; (f10) A consent after the time a Change of Control Offer has occurred, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; (11) change, waive, discharge or terminate the terms hereof or of any other Notes Document or enter into any other agreement or agreements to, directly or indirectly, (x) have the effect, directly or indirectly, of releasing all or substantially all of the Collateral from the Liens created pursuant to any amendment, supplement or waiver the Notes Collateral Documents (except as permitted by the terms of this Indenture, the Notes Collateral Documents or the Intercreditor Agreements) or changing or altering the priority of the security interests of the Holders in the Collateral under the Intercreditor Agreements or any Note Guarantee by other Notes Document or subordinating the Liens securing the Notes to any other Indebtedness, (y) make any change in the Notes Collateral Documents, the Intercreditor Agreements or the provisions in this Indenture or any other Notes Document dealing with the application of proceeds of the Collateral that would adversely affect any Holder, or (z) modify the Notes Collateral Documents or the provisions of this Indenture or any other Notes Document dealing with Collateral in any manner adverse to any Holder given other than in connection accordance with a tender the terms of such Holder’s this Indenture, the Notes Collateral Documents or the Intercreditor Agreements (it being understood and agreed, in each case, that this clause shall not be rendered invalid apply to the approval by such tender.the Holders of any debtor-in-possession financing (or similar financing under applicable law) provided to the Issuer or any of the Issuer’s Subsidiaries in an insolvency proceeding with respect thereto). Without the consent of the Holders of at least 75% in principal amount of each of the outstanding Notes, none of the Issuer, the Guarantors, the Trustee and the Secured Notes Collateral Agent may (1) make any change in the capacity for the Incurrence of Senior Lien Obligations under Section 3.2(b)(1); and

With Consent of Holders. (a) Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Indenture and the Notes and any Note Guarantee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Section Sections 6.04 and Section 6.076.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the a purchase of, or tender offer or exchange offer for, the Notes). Section 2.08 Sections 2.09 and Section 2.09 2.10 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) . Upon the written request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.039.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s '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) . Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any terms or provisions of the Indenture or the Notes, unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes which so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be is sufficient if such consent approves the substance thereof. (d) of the proposed amendment, supplement or waiver. A consent to any amendment or waiver under the Indenture by any Holder given in connection with a purchase, tender or exchange of such Holder's Notes will not be rendered invalid by such purchase, tender or exchange. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send to the Holders of Notes affected thereby a written notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. . The right of any Holder to participate in any consent required or sought pursuant to any provision of the Indenture (eand the obligation of the Company or any Guarantor to obtain any such consent otherwise required from such Holder) Without may be subject to the requirement that such Holder shall have been the Holder of record of the Notes as of a date identified by the Company or such Guarantor in a notice furnished to the Holders in accordance with the terms of the Indenture. However, without the consent of each affected HolderHolder affected, no an amendment, supplement or waiver under this Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate principal of interest or extend change the stated time for payment fixed maturity of interest on any NoteNote or alter the provisions with respect to the redemption or repurchase of the Notes (other than the provisions of Section 4.10 or 4.15 and provisions related to the dates by which notice must be given to the holders of notes in connection with a redemption); (3) reduce the principal rate of or extend change the Stated Maturity time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, or premium, interest or Additional Amounts, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the NoteNotes; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or premium, interest or Additional Amounts, if any, on the Notes (except as permitted in clause (7) hereof); (7) impair the right of any Holder to receive waive a redemption or repurchase payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesany Note (other than a payment required by Section 4.10 or 4.15); (8) make any change in the amendment ranking of the Notes or waiver provisions which require each Holder’s consent; orthe Subsidiary Guarantees relative to other Indebtedness of the Company or the Guarantors, respectively, in either case in a manner adverse to the Holders; (9) modify the Note Subsidiary Guarantees in any manner materially adverse to the Holders.Holders or release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (f10) A consent to make any change in the preceding amendment, supplement or and 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 tenderprovisions.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, any Guarantee, the Security Documents and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 hereof and Section 2.09 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Agent of the documents described in Section 7.02 9.6 and Section 12.0313.2 hereof, the Trustee shall and/or the Collateral Agent will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture directly affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for , security documents or intercreditor agreements. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such ▇▇▇▇▇▇’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or the Holders’ consent described in this Section 9.2. Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (9A) modify the Note Guarantees make any change in any manner Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way materially adverse adverse, taken as a whole, to the Holders. Holders (f) as determined in good faith by the Issuer), other than, in each case, as provided under the terms of this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent, if applicable, may amend or supplement this Indenture, the Notes and any Note Guarantee Document with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 hereof), any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.11 hereof and Section 2.09 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplement, and upon the filing with the Trustee or the Notes Collateral Agent, as applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee or the Notes Collateral Agent, as applicable, of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.2 hereof, the Trustee shall and the Notes Collateral Agent, as applicable, will join with the Company and the Guarantors in the execution of such amended amendment or supplemental indenture supplement unless such amended amendment or supplemental indenture directly supplement affects the Trustee’s or the Notes Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended amendment or supplemental indenture. (c) It shall not be necessary for supplement. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such ▇▇▇▇▇▇’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consentthe Holders’ consent described in this Section 9.2; or (9) modify change the ranking in right of payment of the Notes or the Note Guarantees in any manner way materially adverse to the Holders. . Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (fA) make any change in any Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the First Lien Notes Obligations or (B) change or alter the priority of the Liens securing the First Lien Notes Obligations in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Holders, other than, in each case, as provided under the terms of this Indenture, the Security Documents or the First Lien Intercreditor Agreement. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the CompanyIssuers, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenturethe Notes Documents, the Notes Collateral Documents and any Note Guarantee the Intercreditor Agreements with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest (including Additional Amounts, if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethe Notes Documents, the Notes or Collateral Documents and the Note Guarantees Intercreditor Agreements may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 hereof and Section 2.09 13.5 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuers, and upon the filing with the Trustee and Collateral Agent, as applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Collateral Agent of the documents described in Section 7.02 Sections 9.6 and Section 12.0313.4 hereof, the Trustee shall and Collateral Agent, if applicable, will join with the Company Issuers and the Guarantors Guarantors, if applicable, in the execution of such any amended or supplemental indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents unless such amended or supplemental indenture directly or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents affects the Trustee’s or Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and Collateral Agent, if applicable, may in its their discretion, but shall will not be obligated to, enter into such amended or supplemental indentureindenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any other Collateral Documents. (cb) It shall not be necessary for Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Sections 3.5 and 3.9); (3) reduce the principal of or extend the Stated Maturity of any Notesuch Note (other than provisions relating to Change of Control and Asset Dispositions); (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any such Note or change the time at which any such Note may be redeemed or repurchased redeemed, in each case as described set forth in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding)5.7; (65) make any such Note payable in money currency other than that stated in the such Note; (76) impair the right of any Holder to receive payment of principal of, premium, if any, or of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (8) make any change in the provisions in the Intercreditor Agreements or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Notes in any material respect; or (9) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees Holders’ consent described in any manner materially adverse this Section 9.2. In addition, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documents with respect to the Holders. (f) Notes. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuers shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the CompanyIssuers, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this IndentureIndenture (including without limitation, Section 4.09 and Section 4.13 hereof), the Notes Notes, the Note Guarantees and any Note Guarantee the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section Sections 6.04 and Section 6.076.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium on, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with the a tender offer or exchange offer for, or purchase of, or tender offer for, the Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the CompanyIssuers accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 Sections 7.02, 9.05 and Section 12.0313.03 hereof, the Trustee and the Collateral Agent shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture indenture, Security Document or intercreditor agreement unless such amended or supplemental indenture indenture, Security Document or intercreditor agreement directly affects the Trustee’s and the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee or Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) , Security Document or intercreditor agreement. 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. It shall be , but it is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers shall send deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. (e) Without . However, without the consent of each affected HolderHolder affected, no an amendment, supplement or waiver under this Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent to an amendmentinterest on, supplement or waiverany Note; (2) reduce the stated rate of principal amount of, or premium, if any, or interest or extend the stated time for payment of interest on on, any Note; (3) reduce change the place of payment of principal of of, or extend the Stated Maturity of premium, if any, or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a Default or Event of Default 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the NoteNotes; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or voluntarily release a Guarantor other than in accordance with respect to such Holder’s Notesthis Indenture; (8) after the time an Offer to Purchase is required to have been made pursuant to Section 4.09 and Section 4.13 hereof, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder; (9) make any change in to, or modification of, the amendment or waiver provisions which require each Holder’s consentranking of the Notes that would adversely affect the Holders; or (910) modify reduce the Note Guarantees 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. Notwithstanding the foregoing, except as contemplated by the Security Documents (including, without limitation, the Intercreditor Agreement), without the consent of Holders of at least 66 2/3% in any manner materially adverse to the Holders. (f) A consent to any aggregate principal amount of Notes then outstanding, no amendment, supplement or waiver may (A) make any change in any Security Document or the provisions of this Indenture, Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Notes Obligations or (B) change or alter the priority of Liens securing the Notes Obligations in any Note Guarantee by material portion of the Collateral in any Holder given way materially adverse, taken as a whole, to the Holders, other than, in connection with a tender each case, as provided under the terms of such Holder’s Notes shall not be rendered invalid by such tenderthis Indenture or the Security Documents.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in principal amount of the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.9 hereof and Section 2.09 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 and Section 12.0312.2 hereof, the Trustee shall will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for . Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9 to the extent permitted by this Indenture); (3) reduce the principal of or extend the Stated Maturity of any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9 to the extent permitted by this Indenture); (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any such Note or change the time at which any such Note may be redeemed or repurchased redeemed, in each case as described set forth in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions 5.6; (5) make any such Note payable in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority currency other than that stated in principal amount of the Notes then outstanding)such Note; (6) make any Note payable in money other than that stated in the Note; (7) impair the contractual right of any Holder to receive institute suit for the enforcement of any payment of principal of, premium, if any, or of and interest on such Holder’s Notes on or after the due dates therefor (and, for the avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of the covenants described above under Section 3.9 and Section 3.17 and clauses (3), (4), (6) and (7) of Section 6.1 and the related definitions shall be deemed not to impair the contractual right of any Holder to institute suit a suite for the enforcement of any payment of principal of and interest on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) 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.on or after the due dates therefor);

With Consent of Holders. (a) Except as provided below in Section 9.01 of this Indenture and this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee the Guarantees with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), ) and, subject to Section 6.04 and Section 6.076.07 of this Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal ofprincipal, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 of this Indenture shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.0312.04 of this Indenture, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties 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. It shall be sufficient if such consent approves the substance thereofof such proposed amendment, supplement or waiver. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send will give to the Holders of Notes affected thereby a notice briefly describing the such amendment, supplement or waiver. Any However, the failure of the Company to send give such noticenotice to all the Holders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such amendment, supplement or waiver. (e) Without However, without the consent of each affected HolderHolder affected, no an amendment, supplement or waiver under this Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate principal of interest or extend change the stated time fixed maturity of any Note or alter the provisions with respect to the optional redemption of the Notes pursuant to Section 3.07 of this Indenture (other than provisions relating to notice period for payment consummating an optional redemption of interest on any Notethe Notes); (3) reduce the principal rate of or extend change the Stated Maturity time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, or interest on 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the NoteNotes; (76) impair make any change in the right provisions of any Holder this Indenture relating to waivers of past Defaults or the contractual rights of Holders to receive payment payments of principal of, or interest or premium, if any, or interest on such Holder’s Notes on or after on, the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) 7) make any change in the preceding amendment or and waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holdersprovisions. (f) A consent to any amendment, supplement or waiver of this Indenture, the Notes or any Note the Guarantee by any Holder given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors Guarantors, if applicable, and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 hereof and Section 2.09 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the Company, Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.4 hereof, the Trustee shall will join with the Company and the Guarantors Guarantors, if applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for Indenture. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any such Note or change the time at which any such Note may be redeemed or repurchased redeemed, in each case as described set forth in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions 5.7; (5) make any such Note payable in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority currency other than that stated in principal amount of the Notes then outstanding)such Note; (6) make any Note payable in money other than that stated in the Note; (7) impair the contractual right of any Holder to receive payment of principal of, premium, if any, or and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s NotesNotes (and, for the avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of Articles III and IV and Sections 6.1(a)(3), (4), (5) and (6) and the related definitions shall be deemed not to impair the contractual right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Note); (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Company shall provide to Holders a notice briefly describing such amendment or supplement, which the Company may do by making such notice publicly available by filing with the SEC. The failure to provide such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Sections 3.5 and 3.10 hereof), the Notes Notes, the Note Guarantees, the Collateral Documents and any Note Guarantee the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium or Special Interest, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Notes, the Note Guarantees, the Collateral Documents or the Note Guarantees Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with the a tender offer or exchange offer for, or purchase of, or tender offer for, the Notes). Section 2.08 and Section 2.09 2.11 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request written direction of the CompanyCompany to the Trustee accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt receipt, if requested, by the Trustee from the Company of the documents an Opinion of Counsel and Officers’ Certificate as described in Section 7.02 and Section 12.037.2 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless indenture; provided, however, notwithstanding the foregoing clause, if such amended or supplemental indenture directly adversely affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, discretion decline to enter into such amended or supplemental indenture. (c) It shall not be necessary for Indenture. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send 9.2 may not (with respect to the Holders of Notes affected thereby held by a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no amendment, supplement or waiver under this Section 9.02 may:non-consenting holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate principal of interest or extend change the stated time for payment fixed maturity of interest on any NoteNote or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described in Section 3.5 and 3.10 and reductions in the required notice period); (3) reduce the principal rate of or extend change the Stated Maturity time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Special Interest, if any, or interest on 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the NoteNotes; (6) make any change in Section 6.4 or 6.7; (7) impair the right of any Holder to receive waive a redemption payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesany Note (other than a payment required by Section 3.5 and 3.10); (8) make release Holdings from any change of its obligations under its Note Guarantee or this Indenture, except in accordance with the amendment or waiver provisions which require each Holder’s consentterms of this Indenture; or (9) make any change in the preceding amendment and waiver provisions. In addition, without the consent of Holders of 66 2/3% in aggregate principal amount of Notes then outstanding, an amendment, supplement or waiver may not: (1) modify any Collateral Document or the Note Guarantees provisions in this Indenture dealing with Collateral Documents or application of trust moneys in any manner manner, taken as a whole, materially adverse to the Holders.Holders or otherwise release any Collateral other than in accordance with this Indenture, the Collateral Documents and the Intercreditor Agreement; (f2) release any Guarantor (other than Holdings) from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (3) modify the Intercreditor Agreement in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture, the Collateral Documents and the Intercreditor Agreement. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

With Consent of Holders. (a) Except as provided below in ‎Section 9.01 and this Section ‎Section 9.02, the Company, the Guarantors Trustee, the Paying Agent and the Trustee Security and Intercreditor Agent may amend or supplement this Indenture, the Notes and any Note Guarantee the Security Documents with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), ) and, subject to Section ‎Section 6.04 and Section ‎Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal ofprincipal, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section ‎Section 2.08 and Section ‎Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.06 and Section 12.0314.03, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities 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. It shall be sufficient if such consent approves the substance thereofof such proposed amendment, supplement or waiver. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send will give to the Holders of Notes affected thereby a notice as described in Section 14.02(d) briefly describing the such amendment, supplement or waiver. Any However, the failure of the Company to send give such noticenotice to all the Holders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no an amendment, supplement or waiver under this Section ‎Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note; (32) reduce the principal of or extend the Stated Maturity of any Note; (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (53) reduce the premium amount payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding)redeemed; (64) make any Note payable in money other than that stated in change the Note; (7) impair the right of any Holder to receive currency for payment of principal of, premium, if any, or interest on such Holder’s Notes on or after on, any Note; (5) impair the due dates therefor or right to institute suit for the enforcement of any payment on or with respect to such Holder’s any Note; (6) waive certain payment defaults with respect to the Notes; (7) reduce the principal amount of Notes whose Holders must consent to any amendment or waiver; (8) make any change in the amendment or waiver provisions of this Indenture which require each Holder’s consent; or; (9) modify or change any provision of this Indenture affecting the ranking of the Notes or the Note Guarantees in any a manner materially adverse to the HoldersHolders of the Notes; or (10) make any change in the Note Guarantees that would adversely affect the noteholders in any material respect (unless otherwise permitted pursuant to the terms of this Indenture). (f) A consent to any amendment, supplement or waiver of this Indenture, the Notes or any the Note Guarantee by any Holder given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender.

With Consent of Holders. (a) Except as provided in Section 9.01 and below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “"outstanding” " for the purposes of this Section 9.02. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.0312.04, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s '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. It shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender of such Holder's Notes will not be rendered invalid by such tender. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected HolderHolder of an outstanding Note affected, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “"Change of Control” Control Triggering Event" or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money a currency other than that stated in the Note; (7) impair the legal right expressly set forth in this Indenture of any Holder to receive institute suit for the enforcement of any payment of principal of, premium, if any, or interest interest, if any, on such Holder’s 's Notes on or after the due dates therefor expressed or to institute suit provided for the enforcement of any payment on or with respect to such Holder’s Notesin this Indenture; (8) make any change in the amendment or waiver provisions which require each Holder’s 's consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) 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 's Notes shall not be rendered invalid by such tender. For the avoidance of doubt, no amendment to or deletion of any of the covenants described in Article 4 of this Indenture in accordance with the amendment provisions set forth in this Indenture, or action taken in compliance with such covenants in effect at the time of such action, shall be deemed to make any change in the provisions of this Indenture relating to the legal right of any Holder of Notes to receive payments of principal of, premium on, if any, or interest, if any, on the Notes.

With Consent of Holders. (a) Except as provided below in this Section 9.02, 9.1 and Section 9.3 of the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Indenture or the Notes and any Note Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes), and, subject to Section 6.04 Sections 6.8 and Section 6.07, 6.12 of the Indenture) any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or a tender offer for, or exchange offer for Notes). Section 2.08 and Section 2.09 It shall determine which Notes are considered to not be “outstanding” necessary for the purposes consent of the Holders of Notes under this Section 9.02. (b) 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.037.2 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. (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. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) 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. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 hereof and Section 2.09 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.4 hereof, the Trustee shall will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for Indenture. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note; (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any such Note or change the time at which any such Note may be redeemed or repurchased redeemed, in each case as described set forth in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding)5.7; (65) make any such Note payable in money other than that stated in the such Note; (76) impair the right of any Holder to receive payment of principal of, premium, if any, or of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or (9) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), ) and, subject to Section 6.04 and Section 6.076.4 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 2.12 hereof and Section 2.09 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.6 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (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 waiverIndenture. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected HolderHolder of Notes affected, no amendment, supplement an amendment or waiver under this Section 9.02 maymay 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 stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note; (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in money other than that stated in such Note; (6) impair the right entitling any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding such Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement amendment or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender. After an amendment or supplement under this Section 9.2 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this IndentureIndenture (including without limitation, Section 4.09 and Section 4.13 hereof), the Notes Notes, the Note Guarantees and any Note Guarantee the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section Sections 6.04 and Section 6.076.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium on, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with the a tender offer or exchange offer for, or purchase of, or tender offer for, the Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the CompanyIssuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02, 9.05 and Section 12.0313.03 hereof, the Trustee shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, Security Document or intercreditor agreement unless such amended or supplemental indenture indenture, Security Document or intercreditor agreement directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) , Security Document or intercreditor agreement. 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. It shall be , but it is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall send deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. (e) Without . However, without the consent of each affected HolderHolder affected, no an amendment, supplement or waiver under this Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent to an amendmentinterest on, supplement or waiver;any Note; (2) reduce the stated rate of principal amount of, or premium, if any, or interest or extend the stated time for payment of interest on on, any Note;Note; (3) reduce change the place of payment of principal of of, or extend the Stated Maturity of premium, if any, or interest on, any Note;Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a Default or Event of Default default in the payment of principal of, premium, if any, or interest on the Notes Notes; (except 7) voluntarily release a rescission of acceleration Guarantor other than in accordance with this Indenture; (8) after the time an Offer to Purchase is required to have been made pursuant to Section 4.09 and Section 4.13 hereof, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder; (9) make any change to, or modification of, the ranking of the Notes that would adversely affect the Holders; or (10) 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. Notwithstanding the foregoing, except as contemplated by the Security Documents (including, without limitation, the Intercreditor Agreement), without the consent of Holders of at least a majority 66 2/3% in the aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) A consent to any no amendment, supplement or waiver may (A) make any change in any Security Document or the provisions of this Indenture, Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Notes Obligations or (B) change or alter the priority of Liens securing the Notes Obligations in any Note Guarantee by material portion of the Collateral in any Holder given way materially adverse, taken as a whole, to the Holders, other than, in connection with a tender each case, as provided under the terms of such Holder’s Notes shall not be rendered invalid by such tenderthis Indenture or the Security Documents.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, any Guarantee, the Security Documents and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 hereof and Section 2.09 14.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Agent of the documents described in Section 7.02 9.6 and Section 12.0314.2 hereof, the Trustee shall and/or the Collateral Agent will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture directly affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for , security documents or intercreditor agreements. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7 or Section 5.9; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or the Holders’ consent described in this Section 9.2. Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (9A) modify the Note Guarantees make any change in any manner Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way materially adverse adverse, taken as a whole, to the Holders. Holders (f) as determined in good faith by the Issuer), other than, in each case, as provided under the terms of this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the Company, the Guarantors Issuer and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee or this Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes), and, subject to Section 6.04 and Section 6.076.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees this Indenture may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesissued under this Indenture, if any) voting as a single class (including including, without limitation, consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 hereof and Section 2.09 12.05 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) . Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.05 and Section 12.0312.04 hereof, the Trustee shall will join with the Company and the Guarantors Issuer in the execution of such any amended or supplemental indenture or amendment or supplement to the Notes or this Indenture unless such amended or supplemental indenture directly or amendment or supplement to the Notes or this 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 will 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 indenture or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments supplement to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) 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 tenderthis Indenture.

With Consent of Holders. (a) Except as provided below in this Section 9.0210.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and any Note Guarantee Securities with the written consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for Securities or a solicitation of consents in respect of Securities, provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities on equal terms) of the purchase Holders of at least a majority of the principal amount of the outstanding Securities. For purposes of this Indenture, the consent of the Holder of a Global Security shall be deemed to include any consent delivered by any member of, or tender offer forparticipant in, Notes)the Depository or such other depository institution hereinafter appointed by the Company by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, such entity. Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the CompanyCompany and the Subsidiary Guarantors, accompanied by a Board Resolution of the Company and each Subsidiary Guarantor authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 and Section 12.0310.06, the Trustee shall join with the Company and the Subsidiary 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 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 amendment or waiver. It , but it shall be sufficient if such consent approves the substance thereof. . The Holders of a majority of the principal amount of the outstanding Securities may waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture or the Securities (d) After including waivers obtained in connection with a tender offer or exchange offer for Securities or a solicitation of consents in respect of Securities, provided that in each case such offer or solicitation is made to all Holders of the then outstanding Securities on equal terms). However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the percentage of principal amount of Notes Securities whose Holders must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture or the Securities; (2) reduce the stated rate of interest or extend change the stated time for payment of interest interest, including default interest, on any Notethe Securities; (3) reduce the principal of or extend the Stated Maturity amount of any NoteSecurity or change the Maturity Date of the Securities; (4) reduce the redemption price, including premium, if any, payable upon the redemption of any Security or change the time at which any Security may be redeemed; (5) modify the provisions of this Indenture requiring the Company to make an offer to repurchase Securities upon a Fundamental Change pursuant to Section 3.09, or to repurchase the Securities at the option of the Holders pursuant to Section 3.08; (6) adversely affect the conversion rights provided in Article Nine; (7) waive a Default or Event of Default in the payment of principal of, premium, if any, any amount or interest on the Notes shares of Common Stock (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 or other property) with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration)Securities due in connection with any Security; (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) 8) make any Note Security payable in money other than that stated in the NoteSecurity; (79) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of the payment of any payment on amount or shares of Common Stock (or other property) with respect to such Holder’s Notes;any Security pursuant to Sections 7.07 or 7.08, except as limited by Section 7.06; or (8) 10) make any change in the amendment Section 7.04 or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees Section 7.07 or in this sentence of this Section 10.02. The right of any Holder to participate in any manner materially adverse consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the Holders. (f) A requirement that such Holder shall have been the Holder of record of any Securities with respect to which such consent is required or sought as of a date identified by the Trustee in a notice furnished to any amendment, supplement or waiver Holders in accordance with the terms 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. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors Guarantors, if applicable, and the Trustee Trustees may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest interest, if any, and Additional Interest, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.10 hereof and Section 2.09 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee Trustees of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee Trustees of the documents described in Section 7.02 Sections 9.5 and Section 12.0312.6 hereof, the Trustee shall Trustees will join with the Company Issuer and the Guarantors Guarantors, if applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the TrusteeTrustees’ or Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee Trustees may in its their discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for Indenture. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note; (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in money other than that stated in such Note; (6) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, interest or interest on the Notes Additional Interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding such Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall deliver or cause to be delivered to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee Guarantees may be amended or supplemented 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 (includingthen outstanding, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class class, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with the a purchase of, or tender offer for, or exchange offer for the Notes). Section 2.08 2.11 hereof and Section 2.09 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.032.12, the Trustee shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities 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 waiverIndenture. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each Holder of Notes directly affected Holderthereby, no amendment, supplement an amendment or waiver under this Section 9.02 maymay not, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated principal amount of or change the fixed maturity date of any such Note or alter or waive the provisions with respect to the optional redemption of the Notes (other than provisions relating to Section 3.5 and Section 3.8 and other than the related notice provisions); (3) reduce the rate of interest or extend change the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of any such Note; (4) waive a Default or Event of Default in the payment of principal of, of or premium, if any, or interest on the Notes (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 with respect to voting as a nonpayment default single class and a waiver of the payment default that resulted from such acceleration), or in respect of a covenant or provision contained in this Indenture or any Note Guarantee which cannot be amended or modified without the consent of all Holders of the Notes; (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any such Note payable in money other than that stated in the NoteNotes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in to the amendment and waiver provisions in this Section 9.2; (8) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) make any change to the ranking or modify the ranking of any such Note Guarantees in any manner materially adverse to or Note Guarantee that would adversely affect the Holders. (f) . It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement. For the avoidance of doubt, the provisions of Section 3.8 relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control, including the definition of “Change of Control,” may be waived, amended or modified with the written consent of the Holders of a majority in principal amount of the Notes outstanding under the Indenture.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee Indenture with the consent (including consents obtained in connection with a tender offer or exchange offer for the Notes or a solicitation of consents in respect of the Notes, provided that in each case such offer or solicitation is made to all Holders of then outstanding Notes) 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, without limitation, 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 (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer for, Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the written request of the Company, accompanied by a Board Resolution, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.039.06, the Trustee shall shall, subject to Section 9.06, join with the Company and the Guarantors in the execution of such amended amendment 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, discretion but shall not be obligated to, 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. It , but it shall be sufficient if such consent approves the substance thereof.. The Holders of a majority in principal amount of the then outstanding Notes may waive (including waivers obtained in connection with a tender offer or exchange offer for the Notes or a solicitation of consents in respect of the Notes, provided that in each case such offer or solicitation is made to all Holders of then outstanding Notes) any existing Default under, or compliance by the Company or any Guarantor with any provision of, this Indenture with respect to the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not: (d1) change the maturity of the Notes (which, for the avoidance of doubt, shall not prohibit amendments to or waivers of Section 4.08 or Section 4.05 at any time prior to the occurrence of the relevant Change of Control or Asset Sale); (2) reduce the amount or extend the due date of any scheduled payment of interest on or principal of any such Notes; (3) reduce any premium payable upon optional redemption of such Note or change the date on which any such Note is subject to redemption (excluding, for the avoidance of doubt, changes to provisions specifying the notice periods for effecting a redemption); (4) make any Note payable in money or currency other than that stated in such Note; (5) modify or change any provision of this Indenture or the related definitions to subordinate any Note or any Guarantee in right of payment to other Indebtedness in a manner that adversely affects the Holder of such Note; (6) reduce the percentage of Holders necessary to consent to an amendment, supplement or waiver to this Indenture or the Note; (7) impair the contractual right of the Holder of a Note to receive payments of principal of or interest on such Note on or after the due dates therefor; or (8) make any change in Section 9.01 or 9.02 of this Indenture. A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of the Notes, or which modifies the rights of the Holders of Notes with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of the Notes. The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company or any Guarantor to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of any Note with respect to which such consent is required or sought as of a date identified by the Company or such Guarantor in a notice furnished to Holders in accordance with the terms of this Indenture. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send mail to the Holders of Notes each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) 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. (a) Except as provided below in this Section 9.029.2, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 hereof and Section 2.09 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuers, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.4 hereof, the Trustee shall will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. (cb) It shall not be necessary for Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5); (3iii) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5); (iv) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (v) make any such Note payable in currency other than that stated in such Note; (4vi) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (vii) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding such Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);; or (5viii) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Paying Agent may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), ) and, subject to Section 6.04 and Section 6.076.4 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 2.12 hereof and Section 2.09 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.6 hereof, the Trustee shall will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (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 waiverIndenture. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected HolderHolder of Notes affected, no amendment, supplement an amendment or waiver under this Section 9.02 maymay 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 stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such ▇▇▇▇▇▇’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement amendment or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender. After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, any Guarantee, the Security Documents and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 hereof and Section 2.09 14.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Agent of the documents described in Section 7.02 9.6 and Section 12.0314.2 hereof, the Trustee shall and/or the Collateral Agent will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture directly affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for , security documents or intercreditor agreements. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7 or Section 5.9; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such ▇▇▇▇▇▇’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or the Holders’ consent described in this Section 9.2. Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (9A) modify the Note Guarantees make any change in any manner Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way materially adverse adverse, taken as a whole, to the Holders. Holders (f) as determined in good faith by the Issuer), other than, in each case, as provided under the terms of this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in principal amount of the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.9 hereof and Section 2.09 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 and Section 12.0312.2 hereof, the Trustee shall will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for . Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9 to the extent permitted by this Indenture); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9 to the extent permitted by this Indenture); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.6; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the contractual right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor (and, for the avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of the covenants described above under Section 3.9 and Section 3.17 and clauses (3), (4), (6) and (7) of Section 6.1 and the related definitions shall be deemed not to impair the contractual right of any Holder to institute a suite for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor); (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; orthe Holders’ consent described in this Section 9.2; (9) modify the any Note Guarantees Guarantee in any manner materially adverse to the Holders.; or (f10) after the time a Change of Control Offer has occurred, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall send to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, (i) the Company, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent may amend amend, supplement or supplement this Indenture, otherwise modify the Notes and any Note Guarantee Documents with the consent of the Required Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, ) and (ii) subject to Section 6.04 6.4 and Section 6.076.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes (which shall be considered waived only with respect to Notes held by consenting Holders), except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees Documents may be waived with the consent of the Required Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained before or after a Change of Control or in connection with the a purchase of, or tender offer or exchange offer for, the Notes). Notwithstanding anything in this Section 2.08 and Section 2.09 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, the Notes Collateral Agent 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 determine which 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 are considered held by any Affiliated Holders shall be deemed to be “outstanding” not outstanding for the all purposes of this Section 9.02.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 or the Notes Collateral Documents, 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 or the Notes Collateral Documents. 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 or the Notes Collateral Agent 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 and the Notes Collateral Agent, if applicable, upon which the Trustee and the Notes Collateral Agent shall be entitled to conclusively rely without investigation. For purposes of determining whether the Trustee and the Notes Collateral Agent are 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 and the Notes Collateral Agent shall treat the definitions of Affiliated Holder and Debt Fund Affiliate provisions as being inapplicable. Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Notes Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Notes Collateral Agent of the documents described in Section 7.02 Sections 9.6 and Section 12.0314.2 hereof, the Trustee and/or the Notes Collateral Agent shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture or other amendment to the Note Documents unless such amended or supplemental indenture directly or other amendment to the Note Documents affects the Trustee’s or the Notes Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for indenture or other amendment to the Note Documents. Without the consent of the Holders under this Section 9.02 to approve the particular form each directly and adversely affected Holder of any proposed amendmentNotes, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch 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 any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9 hereof); (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any such Note or change the time at which any such Note may be redeemed or repurchased redeemed, in each case as described set forth in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions 5.6 hereof; (5) make any such Note payable in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority currency other than that stated in principal amount of the Notes then outstanding)such Note; (6) make any Note payable in money other than that stated in the Note; (7) impair the contractual right of any Holder to receive payment of principal of, premium, if any, or and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s NotesNotes (and, for the avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of Articles III and IV and clauses (3), (4), (5) and (6) of Section 6.1(a) hereof and the related definitions shall be deemed not to impair the contractual right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Note); (7) waive a Default 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 default that resulted from such acceleration); (8) make any change in the amendment or waiver provisions which require each Holder’s consentthe Holders’ consent described in this Section 9.2; or (9) except as not prohibited by this Indenture, modify the Note Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. . Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (fA) make any change in any Notes Collateral Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any way materially adverse, taken as a whole, to the Holders, other than, in each case, as provided under the terms of this Indenture or the Notes Collateral Documents. The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment or supplement of any Note Document. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver of this Indenture, under the Notes or any Note Guarantee Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender. Notwithstanding the foregoing, the Company, any Guarantor (with respect to a Guarantee to which it is a party) and the Trustee and the Notes Collateral Agent may, without the consent of any Holder, (a) enter into any additional Security Document (or joinder or supplement documents with respect thereto) to add additional assets as Collateral or perfect any liens with respect thereto the perfection as to which is required or permitted under the Indenture and (b) enter into any Intercreditor Agreement (or amendment, restatement, amendment and restatement, modification, joinder, replacement or supplement) that either (x) has substantially similar terms (or other terms not less favorable to the Holders, the Trustee and the Notes Collateral Agent) with respect to the Holders as the applicable terms set forth in the applicable Intercreditor Agreements in effect on the Completion Date (or, with respect to any Junior Lien Intercreditor Agreement, any “form” of junior priority intercreditor agreement attached as an exhibit to the Credit Agreement on the Completion Date with such modifications as the Trustee and the Notes Collateral Agent may request), (y) is the Junior Lien Intercreditor Agreement or (z) otherwise reflects customary terms and conditions (taken as a whole) for intercreditor agreements of such type at the time of initially entering into such Intercreditor Agreement (as determined by the Company in good faith is reasonably customary at such time of determination, as certified by the Company to the Trustee and the Notes Collateral Agent in an Officer’s Certificate). In addition, the First Lien Credit Agreement Collateral Agent (or any collateral agent under the Credit Agreement) may act as the designated Applicable Collateral Agent as defined in the Offering Memorandum) for the Notes Collateral Agent, the Notes, the Guarantees and the Holders thereunder. After an amendment or supplement under this Section 9.2 becomes effective, the Company shall send to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors and the Trustee may amend amend, supplement or supplement this Indenture, otherwise modify the Notes and any Note Guarantee Documents with the consent of the Holders of at least a majority in aggregate principal amount of all the outstanding Notes issued under this Indenture (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, such Notes), and, subject to Section 6.04 6.4 and Section 6.076.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for such Notes). Section 2.08 2.12 hereof and Section 2.09 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the Company, and upon the filing with delivery to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.5 and Section 12.0312.2 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of such amended or supplemental indenture or other amendment to the Note Documents unless such amended or supplemental indenture directly or other amendment to the Note Documents affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for indenture or other amendment to the Note Documents. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.6; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), ) and, subject to Section 6.04 and Section 6.076.4 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 2.12 hereof and Section 2.09 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.6 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (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 waiverIndenture. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected HolderHolder of Notes affected, no amendment, supplement an amendment or waiver under this Section 9.02 maymay 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 stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement amendment or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender. After an amendment or supplement under this Section 9.2 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors and the Trustee Trustee, if applicable, may amend or supplement this Indenture, the Notes and any Note Guarantee Document with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 and Section 2.09 12.4 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.2, the Trustee shall will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for . Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any such Note or change the time at which any such Note may be redeemed or repurchased redeemed, in each case as described set forth in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions 5.7; (5) make any such Note payable in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority currency other than that stated in principal amount of the Notes then outstanding)such Note; (6) make any Note payable in money other than that stated in the Note; (7) impair the contractual right of any Holder to receive payment of principal of, premium, if any, or of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s NotesNotes (and, for the avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of Articles III and IV and Sections 6.1(a)(3), (4), (5) and (6) and the related definitions shall be deemed not to impair the contractual right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Note); (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (8) make any change in the amendment or waiver provisions which require each Holder’s consentthe Holders’ consent described in this Section 9.2; or (9) except as expressly permitted by this Indenture, modify the Note Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (f) . It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver of any Note Document, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or supplement this Indenture, the Notes and any Note Guarantee Securities with the written consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Securities or a solicitation of consents in respect of Securities, Notesprovided that in each case such offer or solicitation is made to all Holders of then outstanding Securities on equal terms) of the Holders of at least a majority of the principal amount of the outstanding Securities. For purposes of this Indenture, the consent of the Holder of a Global Security shall be deemed to include any consent delivered by any member of, or participant in, the Depositary or such other depositary institution hereinafter appointed by the Company by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, such entity. Upon the request of the Company and the Subsidiary Guarantors, accompanied by a Board Resolution of the Company and each Subsidiary Guarantor authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the Opinion of Counsel and Officers’ Certificate described in Section 9.06, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The Holders of a majority of the principal amount of the outstanding Securities may waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture or the Securities (including waivers obtained in connection with a tender offer or exchange offer for Securities or a solicitation of consents in respect of Securities, provided that in each case such offer or solicitation is made to all Holders of the then outstanding Securities on equal terms). However, andwithout the consent of each Holder affected, subject an amendment or waiver under this Section may not: (1) reduce the percentage of principal amount of Securities whose Holders must consent to Section 6.04 and Section 6.07an amendment, supplement or waiver of any existing Default provision of this Indenture or Event the Securities; (2) reduce the rate or change the time for payment of Default interest, including default interest, on the Securities; (other than 3) reduce the principal amount of any Security or change the Maturity Date of the Securities; (4) reduce the redemption price, including premium, if any, payable upon the redemption of any Security or change the time at which any Security may be redeemed; (5) reduce the repurchase price payable upon the repurchase of any Security in connection with a Net Proceeds Offer, or change the time at which any Security may or shall be repurchased thereunder; (6) waive a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer for, Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.03, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties 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. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiverSecurities; (27) reduce make any Security payable in money other than that stated in the stated rate of interest or extend the stated time for payment of interest on any NoteSecurity; (3) reduce 8) impair the principal of or extend right to institute suit for the Stated Maturity of any Note; (4) waive a Default or Event of Default in the payment enforcement of principal of, premium, if any, or interest principal on the Notes (any Security pursuant to Sections 6.07 or 6.08, except a rescission of acceleration of the Notes as limited by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent6.06; or (9) modify the Note Guarantees make any change in Section 6.04 or Section 6.07 or in this sentence of this Section 9.02. The right of any Holder to participate in any manner materially adverse consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the Holders. (f) A requirement that such Holder shall have been the Holder of record of any Securities with respect to which such consent is required or sought as of a date identified by the Trustee in a notice furnished to any amendment, supplement or waiver Holders in accordance with the terms 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. (a) Except as provided below in this Section 9.02, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 4.08), the Note Guarantees or the Notes (and any Note Guarantee documents related thereto) with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section Sections 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or non-compliance with any provision of this Indenture, the Notes Note Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the written request of the CompanyIssuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplement to this 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 7.02 and Section 12.037.02(b), the Trustee shall join with the Company Issuer and the Guarantors in the execution of such amended amendment or supplemental indenture supplement to this Indenture unless such amended amendment or supplemental indenture supplement directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental indenturesupplement. (c) It shall is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement amendment or waiver. It shall be , but it is sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall send deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without . Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding, voting as a single class, may waive compliance in a particular instance by the Issuer and the Guarantors with any provision of this Indenture, the Notes, or the Note Guarantees. However, without the consent of each affected HolderHolder affected, no an amendment, modification, supplement or waiver under this Section 9.02 may: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 stated rate of interest or extend change or have the stated effect of changing the time for payment of interest interest, including defaulted interest, on any Notesuch Notes; (3) reduce the principal of or extend change or have the Stated Maturity effect of any Notechanging the fixed maturity of such Notes, or change the date on which such Notes may be subject to redemption or reduce the redemption price therefor; (4) waive a Default or Event of Default make such Notes payable 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 money other than that stated in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration)Notes; (5) reduce make any change in provisions of this Indenture providing for the premium payable upon contractual right of each Holder to receive payment of principal of and interest on such Notes on or after the redemption due date thereof or repurchase of any Note to bring suit to enforce such payment, or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the permitting Holders of a majority in principal amount of the such Notes then outstanding)to waive Defaults or Events of Default; (6) make modify or change any provision of such Indenture or the related definitions affecting the ranking of such Notes or the related Note payable Guarantees in money other than that stated in a manner which adversely affects the NoteHolders; (7) impair the right release any Guarantor constituting a Significant Subsidiary from any of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect its obligations under its Note Guarantee relating to such Holder’s Notes; (8) make any change in the amendment Notes or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) A consent to any amendment, supplement or waiver of this such Indenture, except in accordance with the Notes or any Note Guarantee by any Holder given in connection with a tender terms of such Holder’s Notes shall not be rendered invalid by such tenderIndenture.

With Consent of Holders. (a) Except as provided below in this Section 9.028.02, the Company, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Indenture or the Notes and any Note Guarantee with the written consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or a solicitation of consents in respect of the Note Guarantees may be waived with the consent Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer for, Notes)outstanding. Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the CompanyCompany accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such Supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.038.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties 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) 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. It , but it shall be sufficient if such consent approves the substance thereof. . The Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of the Indenture or the Notes (d) After including waivers obtained in connection with a purchase of, tender offer or exchange offer for, the Notes or a solicitation of consents in respect of the Notes). Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no amendment, supplement or waiver under this Section 9.02 may: (1i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the stated principal of or change the fixed maturity of any Note or alter the provisions (including without limitation the amount of any premium or the price therefor) with respect to the redemption of the Notes (other than provisions relating to Sections 3.11 and 3.12); (iii) reduce the rate of interest or extend change the stated time for payment of interest or Liquidated Damages on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6v) make any Note payable in money other than that stated in the NoteNotes; (7vi) impair make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes; (vii) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.11 or 3.12); (viii) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (ix) make any change in the preceding amendment and waiver provisions. The right of any Holder to receive payment participate in any consent required or sought pursuant to any provision of principal of, premium, if any, or interest on the Indenture (and the obligation of the Company to obtain any such consent otherwise required from such Holder’s ) may be subject to the requirement that such Holder shall have been the Holder of record of the Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to which such Holder’s Notes; (8) make any change consent is required or sought as of a date identified by the Trustee in a notice furnished to Holders in accordance with the amendment or waiver provisions which require each Holder’s consent; or (9) modify terms of the Note Guarantees in any manner materially adverse to the HoldersIndenture. (f) 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. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest interest, if any, and Additional Interest, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.9 hereof and Section 2.09 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.5 and Section 12.0312.6 hereof, the Trustee shall will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s or Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for Indenture. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note; (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any such Note or change the time at which any such Note may be redeemed or repurchased redeemed, in each case as described set forth in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding)5.7; (65) make any such Note payable in money other than that stated in the such Note; (76) impair the right of any Holder to receive payment of principal of, premium, if any, or of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium, interest or Additional Interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors Issuers, any Guarantor, the Trustee, the Collateral Agent and the Trustee other parties thereto, as applicable, may amend or supplement this Indenture, the Notes and any Note Guarantee Document, and release any (but less than substantially all) of the Collateral, with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Document may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 hereof and Section 2.09 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuers, and upon the filing with delivery to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 and Section 12.0313.2 hereof, the Trustee shall will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for . Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the redemption price payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consentthe Holders’ consent described in this Section 9.2; or (9) modify change the Note Guarantees provisions of the First Lien Intercreditor Agreement or any Additional Intercreditor Agreement in any a manner materially adverse to the Holders. interests of the Holders in any material respect. Notwithstanding the foregoing, without the consent of the Holders of two-thirds of the aggregate principal amount of the Notes then outstanding (f) which consents may be obtained in connection with a tender offer or exchange offer for the Notes), no amendment or waiver may release from the Lien of this Indenture and the Security Documents all or substantially all of the Collateral. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. Notwithstanding the foregoing, no Holder consent is required for the Collateral Agent to enter into, or to effect any amendment, modification or supplement to the First Lien Intercreditor Agreement or any Additional Intercreditor Agreement or any other intercreditor agreement or arrangement permitted under this Indenture or in any document pertaining to any Indebtedness permitted thereby that is permitted to be secured by the Collateral, for the purpose of adding the holders of such Indebtedness (or their Representative) as a party thereto and otherwise causing such Indebtedness to be subject thereto, in each case as contemplated by the terms of such First Lien Intercreditor Agreement, any Additional Intercreditor Agreement or arrangement permitted under this Indenture, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect (taken as a whole), to the interests of the Holders); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Trustee or Collateral Agent under this Indenture without the prior written consent of the Trustee or Collateral Agent, as applicable.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the CompanyIssuer, the Guarantors and the Trustee or the Notes Collateral Agent, as applicable, may amend or supplement this Indenture, any Guarantee, the Notes issued hereunder and any other Note Guarantee Document with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Guarantees and any other Note Document may be waived with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.12 hereof and Section 13.04 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuer, and upon delivery to the Trustee and the Notes Collateral Agent of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Notes Collateral Agent of the documents described in Section 9.06 and Section 13.02 hereof, the Trustee and the Notes Collateral Agent will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s or the Notes Collateral Agent’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case each of the Trustee or the Notes Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued hereunder and held by a nonconsenting Holder: (including Additional Notes1) 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 3.05 and Section 3.09); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.05 and Section 3.09); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, if anyin each case as set forth in Section 5.07; (5) make any such Note payable in currency other than that stated in such Note; (6) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes outstanding and a waiver of the payment default that resulted from such acceleration); or (8) except as contemplated by this Indenture, (i) release all or substantially all of the Guarantors from their Guarantees, or (ii) release the BD Guarantee prior to the satisfaction of the BD Guarantee Release Condition. In addition, without the consent of holders of at least 66 2/3% in principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesnotes), andno amendment, subject supplement or waiver may modify any Notes Security Documents or the provisions in this Indenture dealing with Collateral or the Notes Security Documents to Section 6.04 and Section 6.07the extent that such amendment, any existing Default supplement or Event waiver would have the effect of Default (other than a Default releasing Liens on all or Event of Default in the payment substantially all of the principal of, premium, if any, or interest on Collateral securing the Notes, Notes (except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of as expressly provided by this Indenture, the Notes Security Documents or the Note Guarantees First Lien Pari Passu Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral. Notwithstanding anything to the contrary herein, the provisions of this Indenture relative to the Issuer’s obligation to (i) make a Change of Control Offer may be amended, supplemented, waived or modified with the written consent of Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture and (ii) make an offer to repurchase the Notes as a result of an Asset Disposition may be amended, supplemented, waived or modified with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer for, Notes)outstanding. Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.03, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties 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 Indenture to approve the particular form of any proposed amendment, supplement or waiver. It , 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 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 and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 hereof and Section 2.09 12.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyCompany accompanied by resolutions of their Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.4 hereof, the Trustee shall will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. (cb) It shall not be necessary for Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Sections 3.5 and 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note; (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in money other than that stated in such Note; (6) impair the right of any Holder to receive payment of principal of and interest on such ▇▇▇▇▇▇’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding such Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Company shall deliver to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent may amend or supplement this Indenture, any Guarantee, the Security Documents and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Notes, the Guarantees or the Note Guarantees Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 hereof and Section 2.09 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Notes Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Notes Collateral Agent of the documents described in Section 7.02 9.6 and Section 12.0313.2 hereof, the Trustee shall and/or the Notes Collateral Agent will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture directly affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Notes Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for , security documents or intercreditor agreements. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or the Holders’ consent described in this Section 9.2. Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (9A) modify the Note Guarantees make any change in any manner Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way materially adverse adverse, taken as a whole, to the Holders. (f) , other than, in each case, as provided under the terms of this Indenture, the Security Documents or the First Lien Intercreditor Agreement. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including without limitation, Section 4.09 and Section 4.13 hereof), the Notes and any the Note Guarantee Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section Sections 6.04 and Section 6.076.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium on, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with the a tender offer or exchange offer for, or purchase of, or tender offer for, the Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the CompanyIssuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture or other amendment or supplement, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02, 9.05 and Section 12.0312.03 hereof, the Trustee shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) . It shall is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be , but it is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall send deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. (e) Without . However, without the consent of each affected HolderHolder affected, no an amendment, supplement or waiver under this Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes whose Holders must consent to an amendmentinterest on, supplement or waiverany such Note; (2) reduce the stated rate of principal amount of, or premium, if any, or interest or extend the stated time for payment of interest on on, any such Note; (3) reduce change the place of payment of principal of of, or extend the Stated Maturity of premium, if any, or interest on, any such Note; (4) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any such Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a Default or Event of Default 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the NoteNotes; (7) impair the right voluntarily release a Guarantor of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or other than in accordance with respect to such Holder’s Notesthis Indenture; (8) after the time an Offer to Purchase is required to have been made pursuant to Section 4.09 or 4.13 hereof, reduce the purchase amount or price or extend the latest expiration date or purchase date thereunder; (9) make any change in to, or modification of, the amendment or waiver provisions which require each Holder’s consentranking of the Notes that would adversely affect the Holders; or (910) modify reduce the Note Guarantees in any manner materially adverse to percentage or aggregate principal amount of outstanding Notes the Holders. (f) A consent to any amendment, supplement or of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture, the Notes Indenture or any Note Guarantee by any Holder given in connection with a tender for waiver of such Holder’s Notes shall not be rendered invalid by such tendercertain defaults.

With Consent of Holders. (a) Except as provided below in Section 9.01 of this Indenture and this Section 9.02, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Escrow Agreement, the Notes and any Note Guarantee the Guarantees with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), ) and, subject to Section 6.04 and Section 6.076.07 of this Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal ofprincipal, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 of this Indenture shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.0312.04 of this Indenture, the Trustee shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties 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. It shall be sufficient if such consent approves the substance thereofof such proposed amendment, supplement or waiver. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send Issuer will give to the Holders of Notes affected thereby a notice briefly describing the such amendment, supplement or waiver. Any However, the failure of the Company Issuer to send give such noticenotice to all the Holders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such amendment, supplement or waiver. (e) Without However, without the consent of each affected HolderHolder affected, no an amendment, supplement or waiver under this Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) (a) reduce the stated rate principal of interest or extend change the stated fixed maturity of any Note or alter the provisions with respect to the optional redemption of the Notes pursuant to Section 3.07 of this Indenture (other than provisions relating to notice period for consummating an optional redemption of the Notes) or (b) reduce the price payable upon redemption of any Note or change the time for payment of interest on any Note;at which the Note may be redeemed pursuant to a Special Mandatory Redemption as described under Section 3.09. (3) reduce the principal rate of or extend change the Stated Maturity time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, or interest on 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the NoteNotes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the contractual rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) impair make any change in the right provisions in the Escrow Agreement or this Indenture dealing with the application of any Holder to receive payment proceeds of principal of, premium, if any, or interest on such Holder’s Notes on or after Escrowed Property that would adversely affect the due dates therefor or to institute suit for Holders of the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the preceding amendment or and waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holdersprovisions. (f) A consent to any amendment, supplement or waiver of this Indenture, the Notes or any Note the Guarantee by any Holder given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes Notes, the Guarantees, and any Note Guarantee the Collateral Documents with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section Sections 6.04 and Section 6.076.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Note Guarantees Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then then-outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the a tender offer or exchange offer for, or purchase of, or tender offer for, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) . Upon the request of the CompanyIssuers, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders as aforesaid, and upon receipt by the Trustee of and the documents described in Section 7.02 and Section 12.03, the Trustee Collateral Agent shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s any such parties’ own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee any such party 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 or under the Collateral Documents to approve the particular form of any proposed amendment, supplement waiver, or waiver. It consent, but it shall be sufficient if such consent approves the substance thereof. (d) . For the avoidance of doubt, no amendment to, or deletion of, any of the covenants described under Article IV or Section 5.01 hereof shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. (e) Without . Notwithstanding the foregoing, without the consent of each affected HolderHolder representing 90% in aggregate principal amount of the Notes then outstanding, no amendment, supplement or waiver under this Section 9.02 consent may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate principal of interest or extend change the stated time fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to (i) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) for payment of interest on any Noteredemption and conditions to redemption and (ii) Section 4.10 and Section 4.14 hereof); (3) reduce the principal rate of or extend change the Stated Maturity time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, of or premium, if any, or interest on the Notes (Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration), or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated therein; (6) make any change in the Noteprovisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make 9) contractually subordinate the Notes to any change in other Indebtedness of the amendment Issuer or waiver provisions which require each Holder’s consentany Guarantor; or (910) except as expressly permitted by this Indenture, modify the Note Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders. (f) A . Notwithstanding the foregoing, without the consent to any amendmentof the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, supplement no amendment or waiver may release all or substantially all of the Collateral from the Liens thereon to secure this Indenture, Indenture and 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 tenderNotes.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the CompanyIssuers, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent may amend or supplement this Indenture, any Guarantee, the Collateral Documents and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Collateral Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 and Section 2.09 13.4 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the CompanyIssuer, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Notes Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Notes Collateral Agent of the documents described in Section 7.02 Sections 9.6 and Section 12.0313.2, the Trustee shall and/or the Notes Collateral Agent will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture directly affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Notes Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for , security documents or intercreditor agreements. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such ▇▇▇▇▇▇’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or the Holders’ consent described in this Section 9.2. Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (9A) modify the Note Guarantees make any change in any manner Collateral Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in all or substantially all of the Collateral in any way materially adverse adverse, taken as a whole, to the Holders. (f) , other than, in each case, as provided under the terms of this Indenture, the Collateral Documents or any Intercreditor Agreement. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the CompanyIssuers, the Guarantors and the Trustee and the Collateral Trustee, as applicable, may amend amend, subject to the terms of the Collateral Trust Agreement where applicable, or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.14 hereof), the Notes, the Note Guarantees, the Security Documents and the Collateral Trust 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 tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Notes, the Note Guarantees, the Security Documents or the Collateral Trust Agreement may be waived, subject to the terms of this Indenture and any Note Guarantee the Collateral Trust Agreement where applicable, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer for, for Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the CompanyIssuers accompanied by resolutions of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.03hereof, the Trustee shall will join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) . It shall is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be , but it is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall Issuers will promptly send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. (e) Without . Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers or any Guarantor with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each affected HolderHolder affected, no an amendment, supplement or waiver under this Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the stated principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.08, 3.09, 4.10 and 4.14 hereof); (c) reduce the rate of interest or extend change the stated time for payment of interest interest, including default interest, on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4d) waive a Default or Event of Default in the payment of principal of, premiumpremium on, if any, or interest on 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6e) make any Note payable in money other than that stated in the NoteNotes; (7f) impair make any change in the right provisions of any this Indenture relating to waivers of past Defaults or entitling each Holder to receive payment payments of principal of, premiumpremium on, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to on, such Holder’s Notes; (8) g) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.08, 3.09, 4.10 or 4.14 hereof); (h) release any Guarantor from any of its contractual obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (i) make any change in the preceding amendment or and waiver provisions which require each Holder’s consentprovisions; or (9j) modify to change the Note Guarantees ranking of the notes in any a manner materially adverse to that adversely affects the rights of the Holders. (f) 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. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors Guarantors, if applicable, and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notesthen outstanding, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for such Notes). Section 2.08 2.12 hereof and Section 2.09 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the Company, Company and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and Section 12.0312.4 hereof, the Trustee shall will join with the Company and the Guarantors Guarantors, if applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for . Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any such Note or change the time at which any such Note may be redeemed or repurchased redeemed, in each case as described set forth in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions 5.7; (5) make any such Note payable in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority currency other than that stated in principal amount of the Notes then outstanding)such Note; (6) make any Note payable in money other than that stated in the Note; (7) impair the contractual right of any Holder to receive payment of principal of, premium, if any, or of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s NotesNotes (and, for the avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of Articles III and IV and Sections 6.1(a)(3), (4), (6) and (7) and the related definitions shall be deemed not to impair the contractual right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Note); (7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders’ consent described in this third paragraph of Section 9. (f) 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. (a) Except as provided below in this Section 9.02‎Section 9.2, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 ‎Section 2.12 hereof and Section 2.09 ‎Section 13.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) ‎Section 9.2. Upon the request of the CompanyIssuer, and upon the filing with delivery to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 ‎Section 9.6 and Section 12.03‎13.2 hereof, the Trustee shall will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for . Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to ‎Section 3.5 and ‎Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to ‎Section 3.5 and ‎Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in ‎Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or (9) modify the Note Guarantees in any manner materially adverse to the Holders. (f) ’ consent described in this ‎Section 9.2. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.02‎Section 9.2, the CompanyIssuers, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent may amend or supplement this Indenture, any Guarantee, the Security Documents and the Notes and any Note Guarantee issued hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes (including Additional Notesissued under this Indenture, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of all the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 ‎Section 2.12 hereof and Section 2.09 ‎Section 14.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) ‎Section 9.2. Upon the request of the CompanyIssuers, and upon the filing with the Trustee of evidence satisfactory delivery to the Trustee and the Notes Collateral Agent, as applicable, of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and/or the Notes Collateral Agent of the documents described in Section 7.02 ‎Section 9.6 and Section 12.03‎14.2 hereof, the Trustee shall and/or the Notes Collateral Agent will join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, security documents or intercreditor agreements unless such amended or supplemental indenture directly affects indenture, security documents or intercreditor agreements affect the Trustee’s or the Notes Collateral Agent’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for , security documents or intercreditor agreements. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to ‎Section 3.5 and ‎Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to ‎Section 3.5 and ‎Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in ‎Section 5.7 or Section 5.9; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such H▇▇▇▇▇’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change in the amendment or waiver provisions which require each Holder’s consent; or the Holders’ consent described in this ‎Section 9.2. Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (9A) modify the Note Guarantees make any change in any manner Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way materially adverse adverse, taken as a whole, to the Holders. (f) , other than, in each case, as provided under the terms of this Indenture, the Security Documents or the First Lien Intercreditor Agreement. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the Company, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent may amend amend, supplement or supplement this Indenture, otherwise modify the Notes and any Note Guarantee Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notesthen outstanding, if any) then outstanding voting as a single class (including, without limitation, consents obtained before or after a Change of Control or in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Section 6.04 6.4 and Section 6.076.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees Documents may be waived with the consent of the Holders of at least of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained before or after a Change of Control or in connection with the a purchase of, of or tender offer for, or exchange offer for Notes). Section 2.08 2.12 and Section 2.09 14.5 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the Company, and upon the filing with delivery to the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 and Section 12.0314.3, the Trustee shall will join with the Company and the Guarantors in the execution of such amended or supplemental indenture or other amendment to the Note Documents unless such amended or supplemental indenture directly or other amendment to the Note Documents affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for indenture or other amendment to the Note Documents. Upon the request of the Company, and upon the filing with the Trustee and Notes Collateral Agent, as applicable, of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee and Notes Collateral Agent of the documents described in Section 9.6 and Section 14.3, the Trustee and Notes Collateral Agent, if applicable, shall join with The Company and the Guarantors, if applicable, in the execution of any amended or supplemental indenture or amendment or supplement to the Note Documents unless such amended or supplemental indenture or amendment or supplement to the Note Documents affects the Trustee’s or Notes Collateral Agent’s own rights, duties or immunities under this Section 9.02 Indenture, the Note Documents or otherwise, in which case the Trustee and Notes Collateral Agent, if applicable, may in their discretion, but will not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to approve the particular form of any proposed amendment, supplement or waiver. It shall be sufficient if such consent approves the substance thereofNote Documents. (db) After Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section 3.5 and Section 3.9); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in this Indenture of such Note; (46) impair the contractual right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such ▇▇▇▇▇▇’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then such Notes outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consentthe Holders’ consent described in this sentence; or (9) make any change to or modify the ranking of the Notes or the Note Guarantees that would adversely affect the Holders. Notwithstanding the foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may make any change in any manner Collateral Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral, in each case with the effect of (i) releasing the Liens on all or substantially all of the Collateral which secure the Notes Obligations or (ii) changing or altering the priority of the Notes Liens in any material portion of the Collateral in any way materially adverse adverse, taken as a whole, to the Holders. (f) , other than, in each case, as provided under the terms of this Indenture, the Collateral Documents or the Intercreditor Agreement. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange.

With Consent of Holders. (a) Except as provided below in this Section 9.02, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including without limitation, Section 4.09 and Section 4.13 hereof), the Notes and any the Note Guarantee Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without 121 limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section Sections 6.04 and Section 6.076.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium on, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Notes, or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with the a tender offer or exchange offer for, or purchase of, or tender offer for, the Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the CompanyIssuers accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 7.02, 9.05 and Section 12.0313.03 hereof, the Trustee shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) . It shall is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It shall be , but it is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuers shall send deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. (e) Without . However, without the consent of each affected HolderHolder affected, no an amendment, supplement or waiver under this Section 9.02 may: may not (with respect to any Notes held by a non-consenting Holder): (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on the Notes on, any Note; (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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (53) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver place of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, or premium, if any, or interest on such Holder’s Notes on or after on, any Note; (4) impair the due dates therefor or right to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; after the Stated Maturity (8) make any change or, in the amendment case of a redemption, on or waiver provisions which require each Holder’s consent; or after the redemption date) of any Note; (95) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify the Note Guarantees in any manner materially adverse to the Holders. (f) A consent to any amendment, supplement or waiver of amend 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.Indenture;

With Consent of Holders. (a) Except as provided below in this Section 9.029.2, the CompanyIssuer, the Guarantors and Guarantors, the Trustee and Notes Collateral Agent, if applicable, may amend or supplement this Indenture, the Notes and any Note Guarantee Documents or the Escrow Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes), and, subject to Section 6.04 Sections 6.4 and Section 6.076.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class issued under this Indenture (including consents obtained in connection with the a purchase of, of or tender offer for, or exchange offer for such Notes). Section 2.08 2.12 hereof and Section 2.09 13.6 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) 9.2. Upon the request of the Company, Issuer and upon the filing with the Trustee and Notes Collateral Agent, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Notes Collateral Agent , if applicable, of the documents described in Section 7.02 Sections 9.6 and Section 12.0313.4 hereof, the Trustee shall and Notes Collateral Agent , if applicable, will join with the Company Issuer and the Guarantors Guarantors, if applicable, in the execution of such amended or supplemental indenture or amendment or supplement to the other Note Documents or Escrow Agreement unless such amended or supplemental indenture directly or amendment or supplement to the other Note Documents or Escrow Agreement affects the Trustee’s or the Notes Collateral Agent’s, if applicable, own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and Notes Collateral Agent , if applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (c) It shall not be necessary for Indenture or amendment or supplement to the other Note Documents or Escrow Agreement. Without the consent of the Holders under this Section 9.02 to approve the particular form each Holder of any proposed amendmentNotes affected, supplement or waiver. 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 send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall may not, however, in with respect to any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Notes issued thereunder and held by a nonconsenting Holder, no amendment, supplement or waiver under this Section 9.02 may: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Notesuch Note (other than provisions relating to Section 3.5 and Section 3.9); (3) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions); (4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 5.7; (5) make any such Note payable in currency other than that stated in such Note; (46) impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s Notes on or after the due dates therefor; (7) waive a Default or Event of Default in with respect to the payment nonpayment of principal ofprincipal, premium, if any, premium or interest on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding such Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the amendment or waiver provisions which require each Holder’s consentthe Holders’ consent described in this Section 9.2; or (9) modify make any change in the Note Guarantees provisions of the Intercreditor Agreement or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Notes in any manner materially adverse material respect. Without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documents with respect to the Holders. (f) Notes. It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver of under this Indenture, the Notes or any Note Guarantee Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes shall will not be rendered invalid by such tendertender or exchange. After an amendment or supplement under this Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement.

With Consent of Holders. (a) Except as provided below in Section 9.01 and this Section 9.02, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any Note Guarantee the Guarantees with the consent of the Holders of at least a majority in principal amount of all the Notes (then outstanding, including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), Notes and, subject to Section 6.04 and Section 6.076.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes Guarantees or the Note Guarantees Notes issued thereunder may be waived with the consent of the Holders of a majority in aggregate principal amount of all the Notes then outstanding outstanding, other than Notes (including Additional Notes, if any) voting as a single class beneficially owned by the Issuers or their Affiliates (including consents obtained in connection with the a purchase of, or tender offer or exchange offer for, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) . Upon the request of the CompanyIssuers accompanied by a resolution of the Board of Directors of each Issuer authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.03, the Trustee shall join with the Company Issuers and the Guarantors in the execution of such amended or supplemental indenture indenture, unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities 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 amendment or waiver. It , 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 Issuers shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuers to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amended or supplemental indenture or waiver. (e) . Without the consent of each affected HolderHolder of Notes, no amendment, supplement an amendment or waiver under this Section 9.02 maymay not, with respect to any Notes held by a non-consenting Holder: (1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2b) reduce the stated principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to (i) notice periods (to the extent consistent with applicable requirements of clearing and settlement systems) for redemption and conditions to redemption and (ii) Section 3.08, Section 4.10 and Section 4.14 hereof); (c) reduce the rate of interest or extend change the stated time for payment of interest on any such Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4A) waive a Default or Event of Default in the payment of principal of, of or premium, if any, or interest on the Notes (such Notes, except a rescission of acceleration of the such Notes by the Holders of at least a majority in aggregate principal amount of all the Notes then outstanding Notes with respect to a nonpayment default outstanding, and a waiver of the payment default that resulted from such acceleration), or (B) waive a Default in respect of a covenant or provision contained in this Indenture, the Notes or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6e) make any such Note payable in money other than that stated in the Notetherein; (7f) impair make any change in the right provisions of any Holder this Indenture relating to waivers of past Defaults or the rights of Holders to receive payment payments of principal of, of or premium, if any, or interest on such Holder’s Notes; (g) make any change in these amendment and waiver provisions; (h) amend the contractual right expressly set forth in this Indenture or the Notes of any Holder to receive payments of principal of, or premium, if any, or interest on or after the due dates therefor such Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) i) make any change in to or modify the amendment or waiver provisions which require each Holder’s consentranking of such Notes that would adversely affect the Holders; or (9j) except as expressly permitted by this Indenture, modify the Note Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary in any manner materially adverse to the Holders. (f) 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 Holders of such Holder’s Notes shall not be rendered invalid by such tenderNotes.

With Consent of Holders. (a) Except as provided below in Section 9.01 and this Section 9.02, the Company, the Guarantors Guarantors, the Trustee and the Trustee may amend or supplement this IndentureCollateral Agent may, the Notes and any Note Guarantee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), enter into any amendment or supplement to this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements or the Collateral Documents or of modifying in any manner the rights of the Holders of the Notes under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements or the Collateral Documents, including the definitions therein and, subject to Section Sections 6.04 and Section 6.07, waive any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer for, Notes)Default. Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Collateral Agent, as applicable, of the documents described in Section 7.02 Sections 9.05 and Section 12.0313.03, the Trustee and the Collateral Agent shall join with the Company and the Guarantors in the execution of such amended any such amendment or supplemental indenture supplement unless such amended or supplemental indenture supplemented agreement directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee or Collateral Agent may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental indenturesupplement to this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements or the Collateral Documents. (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. It shall be is sufficient if such consent approves the substance thereofof the proposed amendment, supplement or waiver. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send give to the Holders of Notes affected thereby a notice briefly describing the such amendment, supplement or waiver. Any However, the failure of the Company to send give such noticenotice to all the Holders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no an amendment, supplement or waiver under this Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1) reduce change the principal amount Stated Maturity of Notes whose Holders must consent to an amendment, supplement any Note or waiver; (2) reduce the stated rate of interest or extend the stated time for payment any installment of interest on any Note; (3) , or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or extend the Stated Maturity of any Note; (4) waive a Default or Event of Default in the payment of principal of, premium, if anypremium payable thereon, or interest reduce the amount that would be due and payable on the Notes (except a rescission of acceleration of the Notes by maturity thereof, or change the Holders place of at least a majority payment where, or the coin or currency in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of which, any Note or change the time at which any Note may be redeemed premium or repurchased as described in Section 3.07interest thereon is payable, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor; (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with respect certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such Holder’s modification was done after the occurrence of such Change of Control or such Asset Sale; (4) modify or change any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes; (8) make 5) modify any change in of the amendment provisions of this Section 9.02 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 which require of this Indenture cannot be modified or waived without the consent of the Holder of each Holder’s consentoutstanding Note affected thereby; or (96) release any Guarantees required to be maintained under this Indenture or modify the Note Guarantees in any manner adverse to the Holders (in each case, other than in accordance with the terms of this Indenture). (f) In addition, without the consent of the Holders of at least 66⅔% of the 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), no amendment, supplement or waiver may (1) modify any Collateral Document or the provisions in this Indenture dealing with the Collateral Documents in any manner, taken as a whole, materially adverse to the HoldersHolders or otherwise release a material portion of the Collateral other than in accordance with this Indenture, the Collateral Documents and the Intercreditor Agreements; or (2) modify the Intercreditor Agreements in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements. (fg) For the avoidance of doubt, the Trustee shall not be responsible for making any determination as to whether or not the consent of Holders, or what percentage of such Holders, is required in connection with any amendment, supplement or waiver of any provision of this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements or the Collateral Documents. (h) A consent to any amendment, supplement or waiver of this Indenture, the Notes Notes, the Note Guarantees, the Intercreditor Agreements or any Note Guarantee the Collateral Documents by any Holder given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender.

With Consent of Holders. (ai) Except as provided below in Section 9.01 of this Indenture and this Section 9.02, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent may amend amend, supplement or supplement this Indenture, the Notes and otherwise modify any Note Guarantee Documents with the consent of the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), ) and, subject to Section 6.04 and Section 6.076.07 of this Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal ofprincipal, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 of this Indenture shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (bii) Upon the request of the CompanyIssuer, and upon the filing with delivery to the Trustee and, if applicable, the Notes Collateral Agent of evidence satisfactory to the Trustee and the Notes Collateral Agent of the consent of the Holders as aforesaid, and upon receipt by the Trustee and, if applicable, the Notes Collateral Agent of the documents described in Section 7.02 and Section 12.0313.04 of this Indenture, the Trustee and, if applicable, the Notes Collateral Agent shall join with the Company Issuer and the Guarantors in the execution of such amended or supplemental indenture or other amendment, supplement or modification to the Note Documents unless such amended or supplemental indenture or other amendment, supplement or modification directly affects the Trustee’s or the Notes Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureindenture or other amendment, supplement or modification to the Note Documents. (ciii) 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 supplement, waiver or waivermodification. It shall be sufficient if such consent approves the substance thereofof such proposed amendment, supplement, waiver or modification. (div) After an amendment, supplement, waiver or modification under this Section 9.02 becomes effective, the Issuer will give to the Holders a notice briefly describing such amendment, supplement, waiver or modification. However, the failure of the Issuer to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of any such amendment, supplement, waiver or modification. (v) However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall send may not (with respect to the Holders of any Notes affected thereby held by a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected non-consenting Holder, no amendment, supplement or waiver under this Section 9.02 may:): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate principal of interest or extend change the stated time fixed maturity of any Note or alter the provisions with respect to the optional redemption of the Notes pursuant to Section 3.07 of this Indenture (other than provisions relating to notice period for payment consummating an optional redemption of interest on any Note;the Notes). (3) reduce the principal rate of or extend change the Stated Maturity time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, or interest on 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, Section 3.09, Section 3.10, Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding); (6) make any Note payable in money other than that stated in the NoteNotes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the contractual rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change in the preceding amendment and waiver provisions; (8) amend or waiver otherwise modify any Security Documents or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing (x) the Liens on all or substantially all of the Collateral which require each Holder’s consentsecure the Notes Obligations or (y) all or substantially all of the value of the Guarantees; or (9) modify permit the Note Guarantees in creation or the existence of any manner materially adverse Subsidiary that would be “unrestricted” or otherwise excluded from the requirements, taken as a whole, applicable to the HoldersSubsidiaries pursuant to this Indenture. (fvi) Without the consent of each Holder directly and adversely affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder) (a) subordinate, in a single transaction or a series of related transactions, the Liens securing any of the Notes on any material portion of the Collateral in contractual lien or payment priority to the Liens on all or substantially all of the Collateral securing any other Indebtedness for borrowed money or (b) subordinate any of the Notes in -95- contractual payment priority to any other Indebtedness for borrowed money (such Indebtedness, the “Senior Indebtedness”), in each case, unless each directly and adversely affected Holder has been or will be offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the principal amount of Notes that are directly and adversely affected thereby held by each Holder immediately prior to the incurrence of such Senior Indebtedness) of the Senior Indebtedness on the same terms (other than bona fide backstop fees, any arrangement or restructuring fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such directly and adversely affected Holder decides to participate in the Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness. Any subordination expressly permitted by this Indenture as in effect on the Issue Date or any other Note Document as in effect on the Issue Date (including any Intercreditor Agreement as in effect on the Issue Date) shall not be restricted by this Section 9.02(f). For the avoidance of doubt, this Section 9.02(f) shall not (i) override the permission for (x) Liens expressly permitted by this Indenture as in effect on the Issue Date, or (y) Indebtedness expressly permitted by this Indenture as in effect on the Issue Date, (ii) restrict any amendment to this Indenture to increase the maximum amount of Indebtedness permitted to be incurred under Section 4.09(c), Section 4.09(e), Section 4.09(w), Section 4.09(y), Section 4.09(z), Section 4.09(aa), Section 4.09(dd) or Section 4.09(ee) that has been consented to by Holders of a majority in aggregate principal amount of the Notes then outstanding pursuant to Section 9.02(a) or (iii) apply to the incurrence of any “debtor-in-possession” financing. Notwithstanding the foregoing, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of all the outstanding Notes issued under this Indenture, no amendment or waiver may amend or otherwise modify any provisions in this Indenture with the effect of extending or adding any grace periods with respect to the payment of principal or interest on the Notes. (vii) A consent to any amendment, supplement or waiver of this Indenture, the Notes or any Note the Guarantee by any Holder given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender.

With Consent of Holders. (a) Except as provided below in Section 9.01 and this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and any the Note Guarantee Guarantees with the consent of the Holders of a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), ) and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal ofprincipal, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with the a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. (b) Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 12.0312.04, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties 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. 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 send will give to the Holders of Notes affected thereby a notice briefly describing the such amendment, supplement or waiver. Any However, any failure of the Company to send give such noticenotice to all the Holders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such amendment, supplement or waiver. (e) Without the consent of each affected Holder, no an amendment, supplement or waiver under this Section 9.02 may:may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of interest or extend the stated time for payment of interest on any Note; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) waive a Default or Event of 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 with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Section 3.07 (excluding, for greater certainty, any notice periods with respect to Notes that are otherwise redeemable); (6) reduce the premium payable upon the repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.07, 4.15 (subject to Section 3.09, 4.15(g) and (j)) or Section 3.10, 4.16 (subject to Section 4.10 and Section 4.14 whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (except amendments to the definition of “Change of Control” or changes to any notice provisions, which may be amended with the consent of the Holders of a majority in principal amount of the Notes then outstanding3.09(g)); (67) make any Note payable in money a currency other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes8) amend Section 6.07 hereof; (8) 9) make any change in the amendment or waiver provisions which require each Holder’s consent; or (910) modify the Note Guarantees in any manner materially adverse to the Holders. (f) A consent to any amendment, supplement or waiver of this Indenture, the Notes or any the Note Guarantee by any Holder given in connection with a tender of such Holder’s Notes shall will not be rendered invalid by such tender.