Common use of SUPPLEMENT AND WAIVER Clause in Contracts

SUPPLEMENT AND WAIVER. Subject to certain exceptions and limitations, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then Outstanding Securities of all series of Securities affected by such amendment or supplement (acting as one class), and any existing or past Default or Event of Default under, or compliance with any provision of, the Indenture may be waived (other than any continuing Default or Event of Default in the payment of the principal of or interest on the Securities) by the Holders of at least a majority in principal amount of the then Outstanding Securities of any series or of all series (acting as one class) in accordance with the terms of the Indenture. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities, to secure the Securities pursuant to the requirements of Section 1006 of the Indenture or otherwise; to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants in the Indenture and in the Securities; to add to the covenants of the Company or the Events of Default for the benefit of the Holders of all or any series of the Securities, or to surrender any right or power conferred by the Indenture upon the Company; to add to, change or eliminate any of the provisions of the Indenture in respect of any one or more series of Securities, provided that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to execution of such supplemental indenture which is entitled to the benefit of such provision; to establish the form or terms of Securities as permitted by the Indenture; to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to comply with any applicable mandatory provisions of law or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; to evidence and provide for the acceptance of appointment by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts by more than one Trustee, pursuant to the requirements of Section 611 of the Indenture; to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add to the Indenture such other provisions as may be expressly required under the Trust Indenture Act; and to make provision with respect to the conversion rights of this Security pursuant to the requirements of Article FOURTEEN of the Indenture. The right of any Holder to participate in any consent required or sought pursuant to any provision of the Indenture (and the obligation of the Company 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 Securities with respect to which such consent is required or sought as of a date fixed in accordance with the terms of the Indenture. Without the consent of each Holder affected, the Company may not (i) change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any Security, or reduce the principal amount thereof or premium, if any, on or the rate of interest thereon; (ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in the Indenture; (iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 1002 of the Indenture for such series; (iv) modify any of the provisions of Section 902, Section 513 or Section 1008 of the Indenture, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Indenture; or (v) adversely affect the right to convert this Security as provided in Article FOURTEEN of the Indenture, or adversely affect the right to require the Company to repurchase this Security as provided in Article FIFTEEN or Article SIXTEEN of the Indenture. A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities under the Indenture, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of Securities of any other series. SUCCESSOR PERSON When a successor person assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor person will (except in certain circumstances specified in the Indenture) be released from those obligations.

SUPPLEMENT AND WAIVER. Subject to certain exceptions and limitationsexceptions, the Indenture or the Securities Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then Outstanding Securities of all series of Securities outstanding Notes affected by such amendment or supplement (acting as one class), and any existing or past Default or Event of Default under, or compliance with any provision of, the Indenture may be waived (other than any continuing Default or an Event of Default in the payment of the principal of or interest on the SecuritiesNotes or an Event of Default in respect of certain covenants or provisions in the Indenture which may not be modified without the consent of the Holder of each Note as described below) by the Holders of at least a majority in principal amount of the then Outstanding Securities of any series or of all series (acting as one class) outstanding Notes in accordance with the terms of the Indenture. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the SecuritiesNotes or waive any provision of either, to secure the Securities pursuant to the requirements of Section 1006 of the Indenture or otherwise; to evidence the succession of another Person to the Company, Company and the assumption by any such successor of to the covenants in the Indenture and in the SecuritiesCompany's covenants; to add to the covenants of the Company or the Events of Default for the benefit of the Holders of all Notes, or to convey, assign, mortgage or pledge any series of property to the Securities, Trustee to secure the Notes or to surrender any right or power conferred by the Indenture upon the Company; to add to, any additional Events of Default with respect to the Notes; to change or eliminate any of the provisions of the Indenture in respect of any one or more series of SecuritiesIndenture, provided that no outstanding Note is adversely affected in any such addition, change material respect; to secure the Notes pursuant to Section 1006 of the Indenture or elimination shall become effective only when there is no Security Outstanding of any series created prior to execution of such supplemental indenture which is entitled to the benefit of such provisionotherwise; to establish the form or terms of any series of Securities as permitted by Sections 201 and 301 of the Indenture; to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to comply with any applicable mandatory provisions of law or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee, pursuant to the requirements of Section 611 611(b) of the Indenture; or to modifycure any ambiguity, eliminate omission, defect or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add to the Indenture such other provisions as may be expressly required under the Trust Indenture Act; and to make provision with respect to the conversion rights of this Security pursuant to the requirements of Article FOURTEEN of the Indentureinconsistency. The right of any Holder to participate in any consent required or sought pursuant to any provision of the Indenture (and the obligation of the Company 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 Securities Notes with respect to which such consent is required or sought as of a date fixed in accordance with the terms of the Indenture. Without the consent of each Holder affected, the Company may not (i) change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, interest on, any Securitythe Notes, or reduce the principal amount thereof or premium, if any, on or the rate of interest thereon; thereon or any premium payable upon the redemption thereof, (ii) change the Redemption Date thereof, (iii) change any obligation of the Company to pay additional amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1) of the Indenture), (iv) change the coin or currency in which the Note or any premium or interest thereon is payable, (v) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), (vi) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this the Indenture or certain defaults hereunder thereunder and their consequences) provided for in the Indenture; , (iiivii) reduce the requirements of Section 1404 of the Indenture for quorum or voting, (viii) change any obligation of the Company, with respect to Outstanding Securities of a series, Company to maintain an office or agency in the places and for the purposes specified in Section 1002 of the Indenture for such series; Indenture, or (ivix) or modify any of the provisions of Section 902Sections 513, Section 513 902 or Section 1008 of the Indenture, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Indenture; or (v) adversely affect the right to convert this Security as provided in Article FOURTEEN of the Indenture, or adversely affect the right to require the Company to repurchase this Security as provided in Article FIFTEEN or Article SIXTEEN of the Indenture. A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities under the Indenture, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of Securities of any other series. SUCCESSOR PERSON When a successor person assumes all the obligations of its predecessor under the Securities Notes and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor person will (except in certain circumstances specified in the Indenture) be released from those obligations. DEFAULTS AND REMEDIES Events of Default are defined in the Indenture and generally include: (i) default by the Company in the payment of any interest upon or Liquidated Damages with respect to any Note when it becomes due and payable, and continuation of such default for a period of 30 days; (ii) default in the payment of the principal of (or premium, if any, on) any Note at its Maturity; (iii) default by the Company in the performance, or breach, of its other covenants or agreements in, or provisions of, the Notes or in the Indenture which shall not have been remedied within 90 days after written notice by the Trustee or by the holders of at least 25% in principal amount of the Notes then outstanding (or, in the event that other Securities issued under the Indenture are also affected by the default, then 25% in principal amount of all outstanding Securities so affected); (iv) certain events involving bankruptcy, insolvency or reorganization of the Company; or (v) the acceleration of the maturity of any indebtedness for borrowed money of the Company or any Subsidiary (other than the Notes or Non-Recourse Indebtedness) having an aggregate of more than $25,000,000 in principal amount outstanding. If an Event of Default occurs with respect to the Notes and is continuing, then the Trustee or the Holders of not less than 25% in principal amount of the then outstanding Notes (or, in the case of an Event of Default described in clause (iii) above, if outstanding Securities of other series are affected by such Default, then at least 25% in principal amount of the then outstanding Securities so affected) may declare the principal of, accrued interest on and Liquidated Damages, if any, with respect to all of the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders of the Notes), and upon any such declaration such principal amount shall become immediately due and payable. If an Event of Default described in clause (iv) above occurs, the principal of, accrued interest on and Liquidated Damages, if any, with respect to all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any of the Holders of the Notes. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes (or all affected Securities) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. DISCHARGE PRIOR TO MATURITY The Indenture with respect to the Notes shall be discharged and canceled upon the payment of all of the Notes and shall be discharged except for certain obligations upon the irrevocable deposit with the Trustee of funds or U.S. Government Obligations sufficient for such payment. NO RECOURSE AGAINST OTHERS A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. AUTHENTICATION This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

SUPPLEMENT AND WAIVER. Subject to certain exceptions and limitationsexceptions, the Indenture, the Notes, the Indenture or Guarantees, the Securities Security Agreements and the Intercreditor Agreements may be amended or supplemented with the consent of the Holders of at least a majority in principal amount at maturity of the then Outstanding Securities of all series of Securities affected by such amendment or supplement (acting outstanding Notes and Additional Notes, if any, voting as one a single class), and any existing or past Default or Event of Default under, default or compliance with any provision ofof the Indenture, the Notes, the Indenture Guarantees, the Security Agreements or the Intercreditor Agreements may be waived (other than any continuing Default or Event of Default in with the payment consent of the Holders of a majority in principal amount at maturity of or interest on the Securitiesthen outstanding Notes and Additional Notes, if any, voting as a single class. Notwithstanding the foregoing, (a) by each of the Security Agreements may also be amended pursuant to the terms of the applicable Intercreditor Agreement without the consent of the Holders of at least a majority in principal amount at maturity of the then Outstanding Securities Notes, and (b) any existing default or event of default under either of the Security Agreements, and compliance with any series or provision of all series (acting as one class) in accordance with either of the Security Agreements, may be waived pursuant to the terms of the Indentureapplicable Intercreditor Agreement without the consent of the Holders of at least a majority in principal amount at maturity of the Notes. Without the consent of any HolderHolder of a Note, the Company Indenture, the Notes, the Indenture Guarantees, the Security Agreements and the Trustee Intercreditor Agreements may amend be amended or supplement the Indenture or the Securities, to secure the Securities pursuant to the requirements of Section 1006 of the Indenture or otherwise; to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants in the Indenture and in the Securities; to add to the covenants of the Company or the Events of Default for the benefit of the Holders of all or any series of the Securities, or to surrender any right or power conferred by the Indenture upon the Company; to add to, change or eliminate any of the provisions of the Indenture in respect of any one or more series of Securities, provided that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to execution of such supplemental indenture which is entitled to the benefit of such provision; to establish the form or terms of Securities as permitted by the Indenture; supplemented to cure any ambiguity, defect or inconsistency, to correct provide for uncertificated Notes in addition to or supplement in place of certificated Notes or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any provision herein which may be inconsistent with Holder, to provide for the assumption of the Company's obligations to Holders of the Notes by a successor to the Company pursuant to Article 5 of the Indenture, to make any other provision hereinchange that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with any applicable mandatory provisions of law or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; to evidence and provide for the acceptance of appointment by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts by more than one Trustee, pursuant to the requirements of Section 611 of the Indenture; to modify, eliminate SEC or add to the provisions of the Indenture to such extent as shall be necessary in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act, or under any similar federal statute subsequently enacted, and to add to provide for the Indenture such other provisions as may be expressly required under the Trust Indenture Act; and to make provision with respect to the conversion rights Issuance of this Security pursuant to the requirements of Article FOURTEEN of the Indenture. The right of any Holder to participate in any consent required or sought pursuant to any provision of the Indenture (and the obligation of the Company 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 Securities with respect to which such consent is required or sought as of a date fixed Additional Notes in accordance with the terms of the Indenture. Without the consent of each Holder affected, the Company may not (i) change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any Security, or reduce the principal amount thereof or premium, if any, on or the rate of interest thereon; (ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for limitations set forth in the Indenture; (iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 1002 of the Indenture for such series; (iv) modify any of the provisions of Section 902, Section 513 or Section 1008 of the Indenture, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Indenture; or (v) adversely affect the right to convert this Security as provided in Article FOURTEEN of the Indenture, or adversely affect the right to require the Company to repurchase this Security as provided in Article FIFTEEN or Article SIXTEEN of the Indenture. A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities under the Indenture, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of Securities of any other series. SUCCESSOR PERSON When a successor person assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor person will (except in certain circumstances specified in the Indenture) be released from those obligations.

SUPPLEMENT AND WAIVER. Subject to certain exceptions and limitations, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then Outstanding outstanding Securities of all series of Securities affected by such amendment or supplement (acting as one class), and any existing or past Default or Event of Default under, or compliance with any provision of, the Indenture may be waived (other than any continuing Default or Event of Default in the payment of the principal of or interest on the Securities) by the Holders of at least a majority in principal amount of the then Outstanding outstanding Securities of any series or of all series (acting as one class) in accordance with the terms of the Indenture. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the SecuritiesSecurities or waive any provision of either, to secure the Securities pursuant to the requirements of Section 1006 of the Indenture or otherwise; to evidence the succession of another Person to the Company, Company and the assumption by any such successor of to the covenants in the Indenture and in the SecuritiesCompany's covenants; to add to the covenants of the Company or the Events of Default for the benefit of the Holders of all Securities, or to convey, assign, mortgage or pledge any property to the Trustee to secure any series of the Securities, Securities or to surrender any right or power conferred by the Indenture upon the Company; to add to, any additional Events of Default with respect to all or any series of the Securities; to change or eliminate any of the provisions of the Indenture in respect of any one or more series of SecuritiesIndenture, provided that no outstanding Security is adversely affected in any such addition, change material respect; to secure the Securities pursuant to Section 1006 of the Indenture or elimination shall become effective only when there is no Security Outstanding of any series created prior to execution of such supplemental indenture which is entitled to the benefit of such provisionotherwise; to establish the form or terms of any series of Securities as permitted by Sections 201 and 301 of the Indenture; to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to comply with any applicable mandatory provisions of law or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of the this Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee, pursuant to the requirements of Section 611 611(b) of the Indenture; to modifycure any ambiguity, eliminate omission, defect or add inconsistency; to comply with the provisions of the Indenture relating to merger, consolidation and certain other transactions; to comply with any requirement in order to effect or maintain the qualification of the Indenture under the TIA; to supplement any of the provisions of the Indenture to such extent as shall be necessary to effect permit or facilitate the qualification defeasance and discharge of the Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add Securities pursuant to the Indenture such other provisions as may be expressly required under the Trust Indenture ActIndenture; and or to make provision with respect to the conversion rights of this Security pursuant to the requirements of Article FOURTEEN FIFTEEN of the Indenture. The right of any Holder to participate in any consent required or sought pursuant to any provision of the Indenture (and the obligation of the Company 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 Securities with respect to which such consent is required or sought as of a date fixed in accordance with the terms of the Indenture. Without the consent of each Holder affected, the Company may not (i) change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, interest on, any Security, or reduce the principal amount thereof or premium, if any, on or the rate of interest thereon; thereon or any premium payable upon the redemption thereof, (ii) change the Redemption Date thereof, (iii) change any obligation of the Company to pay additional amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1) of the Indenture, (iv) reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, (v) change the coin or currency in which any Security or any premium or interest thereon is payable, (vi) change any right of redemption, purchase or repayment by the Company at the option of the Holder, (vii) impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), (viii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, (ix) reduce the Indenture; requirements of Section 1404 of the Indenture for quorum or voting, (iiix) change any obligation of the Company, with respect to Outstanding Securities of a series, Company to maintain an office or agency in the places and for the purposes specified in Section 1002 of the Indenture for such series; Indenture, (ivxi) modify any of the provisions of Section 902Sections 513, Section 513 902 or Section 1008 of the Indenture, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Indenture; or (vxii) adversely affect the right to convert this Security as provided in Article FOURTEEN FIFTEEN of the Indenture, or adversely affect the right to require the Company to repurchase this Security as provided in Article FIFTEEN or SIXTEEN and Article SIXTEEN SEVENTEEN of the Indenture. A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities under the Indenture, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of Securities of any other series. SUCCESSOR PERSON When a successor person assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor person will (except in certain circumstances specified in the Indenture) be released from those obligations.

SUPPLEMENT AND WAIVER. Subject to certain exceptions and limitations, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then Outstanding outstanding Securities of all series of Securities affected by such amendment or supplement (acting as one class), and any existing or past Default or Event of Default under, or compliance with any provision of, the Indenture may be waived (other than any continuing Default or Event of Default in the payment of the principal of or interest on the Securities) by the Holders of at least a majority in principal amount of the then Outstanding outstanding Securities of any series or of all series (acting as one class) in accordance with the terms of the Indenture. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the SecuritiesSecurities or waive any provision of either, to secure cure any ambiguity, omission, defect or inconsistency; to comply with the Securities pursuant to the requirements of Section 1006 provisions of the Indenture or otherwiserelating to merger, consolidation and certain other transactions; to evidence provide for uncertificated Securities in addition to or in place of certificated Securities; to provide any security for the succession of another Person Securities or to the Company, and the assumption by any such successor add guarantees of the covenants Securities; to comply with any requirement in order to effect or maintain the qualification of the Indenture and in under the SecuritiesTIA; to add to the covenants of the Company or the Events of Default for the benefit of the Holders of all or any series of the Securities, or to surrender any right or power conferred by the Indenture upon the Company; to add to, any additional Events of Default with respect to all or any series of the Debt Securities; to change or eliminate any of the provisions of the Indenture in respect of any one or more series of SecuritiesIndenture, provided PROVIDED that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to execution of such supplemental indenture which is entitled to the benefit of such provision; to establish the form or terms of Securities as permitted by the Indenture; to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to comply with any applicable mandatory provisions of law or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series affected in any material respect; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the Securities pursuant to the Indenture; to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of the this Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee, pursuant to the requirements of Section 611 of the Indenture; to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add to the Indenture such other provisions as may be expressly required under the Trust Indenture Act; and to make provision with respect to the conversion rights of this Security pursuant to the requirements of Article FOURTEEN XI of the Indenture. The right of any Holder to participate in any consent required or sought pursuant to any provision of the Indenture (and the obligation of the Company 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 Securities with respect to which such consent is required or sought as of a date fixed in accordance with the terms of the Indenture. Without the consent of each Holder affected, the Company may not (i) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver, (ii) reduce the rate of or change the time for payment of interest, including default interest, on any Security, (iii) reduce the principal of or premium on, or change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any Security, or (iv) reduce the principal amount thereof or premium, if any, payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed, (v) change the coin or currency in which any Security or any premium or interest with respect thereto are payable, (vi) impair the right to institute suit for the enforcement of any payment of principal of or premium (if any) or interest on or the rate of interest thereon; any Security, (iivii) reduce make any change in the percentage in of principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of necessary to waive compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in the Indenture; (iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 1002 of the Indenture for such series; (iv) modify any of the provisions of Section 902, Section 513 or Section 1008 of the Indenture, except to increase any such percentage (viii) waive a continuing Default or to provide that certain other provisions Event of the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes Default in the references to "payment of principal of or premium (if any) or interest on the Trustee" and concomitant changesSecurities, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Indenture; or (vix) adversely affect the right to convert this Security as provided in Article FOURTEEN XI of the Indenture, or adversely affect the right to require the Company to repurchase this Security as provided in Article FIFTEEN or Article SIXTEEN XII of the Indenture. A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities under the Indenture, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of Securities of any other series. SUCCESSOR PERSON When a successor person assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor person will (except in certain circumstances specified in the Indenture) be released from those obligations.

SUPPLEMENT AND WAIVER. Subject to certain exceptions and limitationsexceptions, the Indenture or the Securities Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then Outstanding Securities of all series of Securities affected by such amendment or supplement (acting as one class)outstanding Notes, and any existing or past Default or Event of Default under, or compliance with any provision ofof the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Without the consent of any Holder of a Note, the Indenture or the Notes may be waived amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of an Issuer's or the Parent's obligations to Holders of the Notes under the Indenture or any Guarantor's Obligations under its Guarantee in the case of a merger, consolidation or sale of assets involving an Issuer, the Parent or such Guarantor, as applicable, pursuant to Article 5 or Article 10 of the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes (other than including providing for Guarantees of the Notes and any continuing Default supplemental indenture required pursuant to Section 4.15 of the Indenture) or Event that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA and to release a Guarantor in accordance with the Indenture. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest or Liquidated Damages, if any, on the Notes; (ii) default in payment when due of the principal of or interest premium, if any, on the SecuritiesNotes at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or an Assets Sale Offer); (iii) failure by any Issuer or the Parent to comply with Section 5.1 of the Indenture or the failure by any Subsidiary Guarantor to comply with Section 10.2 of the Indenture; (iv) failure by any Issuer, the Parent, any Guarantor or any Restricted Subsidiary for 30 days in the performance of any other covenant, warranty or agreement in the Indenture or the Notes after written notice shall have been given to the Company by the Trustee or to the Company and the Trustee from Holders of at least 25% in principal amount of the Notes of such then outstanding; (v) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of Non-Recourse Indebtedness of the Company, the Parent or any of their respective Restricted Subsidiaries with an aggregate principal amount in excess of the lesser of (A) 10% of the total assets of the Company, the Parent and their respective Restricted Subsidiaries measured as of the end of the Parent's most recent fiscal quarter for which internal financial statements are available immediately prior to the date on which such default occurred, determined on a pro forma basis and (B) $50 million, and such failure continues for a period of 10 days or more, or the acceleration of the final stated maturity of any such Non-Recourse Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 10 days of receipt by the Company, the Parent or such Restricted Subsidiary of notice of such acceleration); (vi) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness (other than Non-Recourse Indebtedness) of the Company, the Parent or any Restricted Subsidiary of the Company or the Parent and such failure continues for a period of 10 days or more, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 10 days of receipt by the Company, the Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness, in default for failure to pay principal at final maturity or which has been accelerated, in each case with respect to which the 10-day period described above has passed, aggregates $10.0 million or more at any time; (vii) failure by the Company, the Parent or any of their respective Restricted Subsidiaries to pay final judgments rendered against them (other than judgment liens without recourse to any assets or property of the Company, the Parent or any of their respective Restricted Subsidiaries other than assets or property securing Non-Recourse Indebtedness) aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days (other than any judgments as to which a reputable insurance company has accepted full liability); (viii) except as permitted by the Indenture, any Guarantee with respect to the Notes shall be held in a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor (or its successors or assigns), or any Person acting on behalf of such Guarantor (or its successors or assigns), shall deny or disaffirm its obligations or shall fail to comply with any obligations under its Guarantee with respect to the Notes; and (ix) certain events of bankruptcy or insolvency with respect to the Company, the Parent, any of the Company's or the Parent's Subsidiaries that would constitute a Significant Subsidiary or any group of the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee, by written notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Issuers and the Trustee may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, the Parent, any of the Company's or the Parent's Subsidiaries that would constitute a Significant Subsidiary or any group of the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any acceleration with respect to the Notes and its consequences. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then Outstanding Securities outstanding Notes may direct the Trustee in its exercise of any series trust or of all series (acting as one class) in accordance with the terms of the Indenture. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities, to secure the Securities pursuant to the requirements of Section 1006 of the Indenture or otherwise; to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants in the Indenture and in the Securities; to add to the covenants of the Company or the Events of Default for the benefit of the Holders of all or any series of the Securities, or to surrender any right or power conferred by the Indenture upon the Company; to add to, change or eliminate any of the provisions of the Indenture in respect of any one or more series of Securities, provided that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to execution of such supplemental indenture which is entitled to the benefit of such provision; to establish the form or terms of Securities as permitted by the Indenture; to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to comply with any applicable mandatory provisions of law or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; to evidence and provide for the acceptance of appointment by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts by more than one Trustee, pursuant to the requirements of Section 611 of the Indenture; to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add to the Indenture such other provisions as may be expressly required under the Trust Indenture Act; and to make provision with respect to the conversion rights of this Security pursuant to the requirements of Article FOURTEEN of the Indenture. The right of any Holder to participate in any consent required or sought pursuant to any provision of the Indenture (and the obligation of the Company 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 Securities with respect to which such consent is required or sought as of a date fixed in accordance with the terms of the Indenture. Without the consent of each Holder affected, the Company may not (i) change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any Security, or reduce the principal amount thereof or premium, if any, on or the rate of interest thereon; (ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in the Indenture; (iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to maintain an office or agency in the places and for the purposes specified in Section 1002 of the Indenture for such series; (iv) modify any of the provisions of Section 902, Section 513 or Section 1008 of the Indenture, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Indenture; or (v) adversely affect the right to convert this Security as provided in Article FOURTEEN of the Indenture, or adversely affect the right to require the Company to repurchase this Security as provided in Article FIFTEEN or Article SIXTEEN of the Indenture. A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities under the Indenture, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of Securities of any other series. SUCCESSOR PERSON When a successor person assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor person will (except in certain circumstances specified in the Indenture) be released from those obligationspower.