Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affected, an amendment may not: (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods of any Security; (3) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Subject to Section 7.7, the Company, when authorized by a Board Resolution, the Trustee and the Trustee Holders of not less than a majority in aggregate principal amount of the Securities then outstanding, may amend or supplement (or waive compliance with any provision of) this Indenture or the Securities of without any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. Howeverother Holder, except that without the consent of each Holder of the Securities affected, an amendment may notno such amendment, supplement or waiver may: (1) make any change to reduce the percentage of principal amount of the outstanding Securities whose Holders must consent to an amendment, supplement or waiver of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions provision of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturethe Securities; (2) reduce the principal amount ofrate of or change or have the effect of changing the time for payment of interest, premiumincluding defaulted interest, if any, or interest on, or extend the Stated Maturity or interest payment periods of on any SecuritySecurities; (3) make reduce the principal of or change or have the effect of changing the fixed maturity of any Security payable in money Securities, or securities change the date on which any Securities may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor (other than that stated in the Securitya payment required under Sections 5.15 or 5.16); (4) make the principal of, or interest on, any change that adversely affects such Holder’s right to require Securities payable with anything or in any manner other than as provided for in the Issuer to purchase the Securities in accordance with the terms thereof and this IndentureSecurities; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change changes in the provisions of this Indenture relating protecting the right of each Holder to subordination receive payment of principal of and interest on such Securities on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Securities to waive Defaults or Events of Default; or (6) modify or change any provision of this Indenture or the related definitions affecting the Subordination or ranking of the Securities in a manner which adversely affects the Holders. The Company agrees that no amendment, supplement or waiver under this Article Ten may make any change that adversely affects the rights under Article Four of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms holders of any Guarantee, release any Guarantor from any Senior Debt unless the holders of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect such Senior Debt consent to the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02change. 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. After an amendment amendment, supplement or waiver under this Section becomes effective, the Issuer Company shall mail to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment any such supplemental indenture. In connection with any amendment, supplement or waiver under this SectionArticle Ten, the Company may, but shall not be obligated to, offer to any Holder who consents to such amendment, supplement or waiver, or to all Holders, consideration for such Holder's consent to such amendment, supplement or waiver.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture that relate to modifying or certain defaults hereunder and their consequences) provided for in amending this Indenture; (2) make any change in the manner or rate of accrual in connection with Original Issue Discount, make any change in the manner of calculation of, or that adversely affects the right to receive, contingent interest, reduce the principal amount ofrate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, premiumor extend the time for payment of Original Issue Discount or interest, if any, on any Security; (3) reduce the Principal Amount at Maturity, Restated Principal Amount or interest on, the Issue Price of or extend change the Stated Maturity or interest payment periods of any Security; (34) reduce the Redemption Price or Purchase Price of any Security; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Section 6.04, Section 6.07 or this Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects such Holder’s the right to convert any Security; (8) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture; (59) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities;; or (610) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change other than in a Guarantee that would adversely affect accordance with the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence terms of this Section 9.02Indenture. 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, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. (a) The Issuer and the Trustee may amend or supplement this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) Outstanding and affected by such amendmentamendment or supplement (voting together as a single class). However, subject to Section 10.01, without the written consent of each Holder affected, an amendment amendment, supplement or waiver may not: (1i) make change the stated maturity of the principal of, or any change to the percentage installment of principal amount of the outstanding Securities of any Seriesof, or interest on, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this IndentureSecurities; (2ii) reduce the principal amount of, the rate of interest or the premium payable upon the redemption of the Securities; (iii) change the timing for, or reduce any amount (including accrued interest and premium, if any) payable upon, the repurchase or interest on, or extend redemption of the Stated Maturity or interest payment periods of any SecuritySecurities; (3iv) make change the currency of any Security payable in money or securities other than that stated in payment of the SecuritySecurities; (4v) make any change that adversely affects such Holderthe place of payment on the Securities; (vi) impair a holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit xxx for the enforcement of any payment on or with respect to the Securities or the delivery of the exchange value as required by this Indenture upon an exchange of Securities; (6vii) in reduce the case percentage of principal amount of Securities then Outstanding necessary to modify or amend this Indenture, to waive compliance with certain provisions hereof or certain defaults and consequences hereunder; (viii) modify any subordinated Securities, of the foregoing provisions or coupons appertaining thereto, make any change in of the provisions of this Indenture relating to subordination the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect the action or to provide that adversely affects certain other provisions may not be modified or waived without the consent of the Holders; (ix) modify the provisions with respect to the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or the Holders upon a Change in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change Control in a Guarantee that would adversely affect manner adverse to the Holder of Holders, including the SecuritiesIssuer’s obligation to repurchase the Securities following a Change in Control; or (8) make any change x) adversely affect the rights of Holders to receive payment of shares of Common Stock or cash contained in Section 6.04 Article 3 or 6.07 4. (b) After an amendment, supplement or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders waiver under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 10.02 becomes effective, the Issuer shall mail promptly send to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment any such amendment, supplement or waiver. (c) For purposes of this Indenture, Securities will be deemed Outstanding if they have been authenticated and delivered under this SectionIndenture unless, among other things, the Securities have matured or been cancelled, exchanged, redeemed or repurchased.

With Consent of Holders. The Issuer With the consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding (voting as a single class), the Company and the Trustee may amend or supplement this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affected, an amendment or supplement to, or modification of, this Indenture or the Securities may not: (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2a) reduce the principal amount of, premium, if any, of or interest on, or extend change the Stated Maturity or interest payment periods of any Security; (3b) make reduce the rate or extend the time for payment of interest (including Liquidated Damages and Additional Interest, if any) on any Security payable in money or securities other than that stated in the Security; (4c) make any change that adversely affects such Holder’s right to require reduce the Issuer to purchase amount of principal payable upon acceleration of the Securities in accordance with maturity of the terms thereof and this IndentureSecurities; (5d) change the currency of payment of principal of or interest amounts on the Securities; (e) impair the right of any Holder to receive payment with respect to the Securities or the right to institute suit for the enforcement of any payment on, or with respect to to, the Securities; (6f) modify the provisions with respect to the purchase rights of the Holders as set forth in Sections 3.07(a) and 3.08(a) in a manner adverse to Holders; (g) adversely change the case terms upon which the Securities may be redeemed by the Company; (h) adversely affect the right of Holders to convert Securities in accordance with their terms or reduce the number of shares of Common Stock or amount of any subordinated Securities, other property receivable upon conversion; (i) reduce the percentage in principal amount of outstanding Securities required for modification or coupons appertaining thereto, make any change amendment of this Indenture; (j) reduce the percentage in the principal amount of outstanding Securities necessary for waiver of compliance with provisions of this Indenture relating to subordination that adversely affects or for waiver of defaults that, in each case, may not be waived without the rights consent of any each Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securitiesaffected; or (8) make any change k) modify provisions with respect to modification and waiver (including waiver of Events of Default), except to increase the percentage in Section 6.04 principal amount of outstanding Securities required for modification or 6.07 waiver or the second sentence to provide for consent of this Section 9.02each affected Holder. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture or and the Securities of any Series without notice to any Holder but series with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) all series affected by such amendmentamendment (all such series voting as a separate class), and the Holders of a majority in principal amount of the outstanding Securities of all series affected thereby (all such series voting as a separate class) by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. HoweverNotwithstanding the provisions of this ‎Section 9.02, without the consent of each Holder affectedaffected thereby, an amendment or waiver, including a waiver pursuant to ‎Section 6.04, may not: (1a) make change the stated maturity of the Principal of, or any change sinking fund obligation or any installment of interest on, such Holder’s Security; (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount); (c) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; and (d) reduce the percentage of in principal amount of the outstanding Securities of any Series, the relevant series the consent of whose Holders is required for any amendment, 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 Defaults and their consequences) consequences provided for in this Indenture; (2) reduce . A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the principal amount of, premium, if anybenefit of one or more particular series of Securities, or interest on, or extend which modifies the Stated Maturity or interest payment periods rights of any Security; (3) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects Holders of Securities of such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment series with respect to such covenant or provision, shall be deemed not to affect the Securities; (6) in rights under this Indenture of the case Holders of Securities of any subordinated Securities, other series or of the coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders any Holder under this Section ‎Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section ‎Section 9.02 becomes effective, the Issuer Company shall mail give to all the Holders affected Holders thereby a notice briefly describing such the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to give mail such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such supplemental indenture or waiver.

With Consent of Holders. The Issuer Except as provided above in Section 10.01 and below in this Section 10.02, the Company, the Trustee and the Trustee Collateral Agent (if applicable) may amend this Indenture or and the Securities other Note Documents, with the written consent of any Series without notice the Insurer (unless an Insurer Default shall have occurred and be continuing) solely if such amendment is adverse to any Holder but with the interests of the Insurer, and the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities of each Series then outstanding affected (including consents obtained in connection with a tender offer or exchange for the Securities) affected by and any past default or compliance with any provisions may also be waived with the written consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) solely if such amendmentwaiver is adverse to the interest of the Insurer and the consent of the Holders of at least a majority in principal amount of the Outstanding Securities affected. However, without the consent of each Holder affectedof an Outstanding Security affected thereby, an amendment or waiver may not: (1a) make change the Stated Maturity of the principal of or any installment of interest on any Security, or change the due date of the Make-Whole Premium or any other premium; (b) reduce the principal amount thereof (or premium including the Make-Whole Premium, if any) or the rate of interest, if any, on any Security; (c) change any obligation of the Company to pay Additional Amounts contemplated by Section 12.01; (d) reduce the amount of the principal of any Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy pursuant to Section 6.04, or adversely affect any right of repayment at the option of any Holder; (e) change the currency of payment of principal on (or premium including the Make-Whole Premium, if any) or interest, if any, on any Security; (f) reduce the percentage of in aggregate principal amount of the outstanding Outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; (2g) reduce change any provision of the principal amount ofNote Documents providing for payments or redemptions, premiumin each case, if any, to be applied pro rata among the Holders entitled to such payments or interest on, or extend the Stated Maturity or interest payment periods redemptions of any SecuritySecurities; (3) make any Security payable in money or securities other than that stated in the Security; (4h) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in, or release other than in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder Holders of the any such Securities; or (8) make i) release the Liens for the benefit of the Holders on all or substantially all of the Collateral other than in accordance with this Indenture and the Security Documents; (j) release the Company or MBIA Inc. from its obligations under this Indenture or any change other Note Document, other than in Section 6.04 or 6.07 or accordance with this Indenture and the second sentence other Note Documents; or (k) modify any of the provisions of this Section 9.02or Section 6.13 except to increase any percentage or to provide that certain provisions of this Indenture cannot be waived without the consent of the Holder of each Outstanding Security. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendment hereto. If a record date is fixed, the Holders on such record date or their duly designated agents, and only such Persons, shall be entitled to consent to such amendment, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereofthereof shall be approved. After an amendment Notwithstanding anything to the contrary herein, so long as the Senior Collection Date has not occurred, no amendment, supplement or waiver under this Section becomes effective, 10.01 or 10.02 shall be effective without the Issuer shall mail to all affected Holders prior written consent of the holders of a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect majority in aggregate principal amount of the validity of an amendment under this Sectionthen outstanding Senior Notes.

With Consent of Holders. The Issuer Company and the Trustee may amend or supplement this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate original principal amount of the Securities then outstanding, and the Holders of each Series a majority in aggregate original principal amount of the Securities then outstanding (including consents obtained in connection may waive compliance by the Company with a tender offer any provision of this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section may not: (1a) make change the Stated Maturity or due dates of the principal of, or interest (including Stated Interest, Contingent Interest and Deferred Interest) on, any Security, or adversely affect the right of a Holder to convert any Security, or change to the percentage of principal amount of the outstanding Securities of cash or Common Stock issuable upon any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indentureconversion; (2b) reduce the principal amount Accreted Principal Amount, the Redemption Price or Change of Control Purchase Price of, or premium, if any, or interest (including Stated Interest, Contingent Interest and Deferred Interest) on, or extend the Stated Maturity or interest payment periods of any Security; (3c) make change the currency for payment of principal or Accreted Principal Amount, the Redemption Price or the Change of Control Purchase Price of, or interest (including Stated Interest, Contingent Interest and Deferred Interest) on, any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5d) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Securitiesany Security; (6e) in reduce the case above stated percentage of any subordinated Securities, outstanding Securities whose Holders must consent to an amendment or coupons appertaining thereto, supplement of this Indenture or a waiver of defaults or failure to comply hereunder; (f) make any change in Article 11 or the provisions of this Indenture relating to subordination that adversely affects the rights ranking or priority of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change Securities in a Guarantee that would adversely affect manner materially adverse to the Holder of the SecuritiesHolders; or (8) g) make any change in Section 6.04 6.4 or 6.07 6.7 or the second sentence of this Section 9.029.2 (second sentence). It shall not be necessary for the consent of the Holders under this Section Article 9 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. The Company may establish, by delivery of an Officers’ Certificate to the Trustee, a record date for determining Holders of record entitled to give any consent or waiver pursuant to this Article 9. After an amendment or supplement under this Section becomes effective, the Issuer Company shall mail to all affected Holders a notice briefly describing such amendment. The amendment or supplement; provided that any failure of the Company to give mail any such notice to all such Holdersnotice, or any defect therein, shall not in any way impair or affect the validity of an amendment under this Sectionany supplemental indenture.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1) make any change to reduce the percentage in Principal Amount at maturity of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) make any change in the manner or rate of accrual of Original Issue Discount or cash interest, reduce the principal amount of, premium, if anyrate of cash interest referred to in paragraph 1 of the Securities, or extend the time for payment of Original Issue Discount or cash interest onon any Security; (3) reduce the Principal Amount at Maturity, Restated Principal Amount or accrued Original Issue Discount or cash interest, with respect to any Security, or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Article 10 of this Indenture, or this Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects such Holder’s the right to convert any Security; (8) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture; (59) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities;; or (610) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change other than in a Guarantee that would adversely affect accordance with the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence terms of this Section 9.02Indenture. 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, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company and the Trustee may amend or supplement the Securities, this Indenture or the Securities of any Series without notice to any Holder but Subsidiary Guarantee with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding. Subject to Section 11.4 and Section 11.7, the Holders of each Series at least a majority in aggregate principal amount of the Securities then outstanding (including consents obtained may waive compliance in connection any instance by the Company with a tender offer any provision of the Securities or exchange for the Securities) affected by such amendmentthis Indenture without notice to any Securityholder. However, notwithstanding the foregoing but subject to Section 13.4, without the consent of the Holders of each Holder affectedSecurity then outstanding, an amendment amendment, supplement or waiver may not: (1a) make change the stated maturity of the principal of or the payment date of any change installment of interest (including Additional Interest, if any) on or with respect to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this IndentureSecurities; (2b) reduce the principal amount of, premium, if anythe Redemption Price or Put Price of, or the Make-Whole Premium or rate of interest or Additional Interest on, or extend any Security; (c) reduce the Stated Maturity or interest payment periods amount of principal payable upon acceleration of the maturity of any Security; (3d) make any Security payable change the currency in money which payment of principal of, the Redemption Price or securities other than that stated in Put Price of, or interest with respect to, the SecuritySecurities is payable; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5e) impair the right of any Holder to institute suit for the enforcement of any payment on, or with respect to, any Security; (f) modify the provisions with respect to the Securitiespurchase rights of Holders as provided in Article 5 in a manner adverse to Holders; (6g) adversely affect the right of Holders to convert Securities other than as provided in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisionsIndenture; (7h) except as provided under Article VIII hereof or reduce the percentage in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder principal amount of the outstanding Securities, the consent of whose Holders is required to take specific actions including, but not limited to, the waiver of past defaults or the modification or amendment of this Indenture; or (8) make any change in Section 6.04 i) alter the manner of calculation or 6.07 rate of accrual of interest or Additional Interest, Redemption Price or Put Price or the second sentence Make-Whole Premium on any Security or extend the time for payment of this Section 9.02any such amount. It shall not be necessary for the consent of the Holders under this Section 13.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under Section 13.1 or this Section 13.2 becomes effective, the Issuer Company shall mail to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Holders. The Issuer Company, the Subsidiary Guarantors and the Trustee may amend this Indenture Indenture, the Securities, the Security Documents or the Securities of any Series without notice to any Holder but Intercreditor Agreement with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendmentand any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the consent of each Holder affectedaffected thereby, an amendment or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or change the Stated Maturity of any Security; (4) change the provisions applicable to the redemption of any Security contained in Article 3 hereto or Section 6 of the Securities; (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Securities; (67) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the amendment provisions of this Indenture relating to subordination that adversely affects require each Holder’s consent or in the rights of any Holder under such waiver provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 the ranking or 6.07 priority of any Security that would materially adversely affect the Holders; (9) release any Subsidiary Guarantee (other than in accordance with this Indenture); or (10) (A) modify any Security Document or any Intercreditor Agreement or the second sentence provisions in this Indenture dealing with Security Documents in any manner that adversely changes the priority of the Liens in the Collateral or (B) release all or substantially all of the Collateral from the Liens created by the Security Documents, except in each case as specifically provided for in this Section 9.02Indenture, the Security Documents and any Intercreditor 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, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.02.

With Consent of Holders. The Issuer Company, the Guarantors and the Trustee may modify or amend this Indenture or the Securities of any Series or the Guarantees without notice to any Holder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities) affected by such amendment). However, without the consent of each Holder affectedaffected thereby, an a modification or amendment may not: (1a) make change the Stated Maturity of the principal of, or any installment of interest (including Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest (including Additional Interest, if any) thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Security or any premium or the interest (including Additional Interest) thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (b) reduce the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control Purchase Price; (c) reduce the percentage of in principal amount of the outstanding Securities of any SeriesSecurities, the consent of whose Holders is required for any amendmentsuch 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;; or (2d) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods modify any of any Security; (3) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Section or Sections 6.04, 6.07 and 4.14, except to increase the percentage of outstanding Securities the consent of whose Holders is required for such actions or to provide that certain other provisions of this Indenture relating to subordination that adversely affects cannot be modified or waived without the rights consent of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02each Security affected thereby. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company, the Guarantor and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1a) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture that relate to modifying or certain defaults hereunder and their consequences) provided for in amending this Indenture; (2b) make any change in the Stated Maturity, the manner or rate of accrual in connection with Issue Discount, make any change in the manner of calculation of, or that adversely affects the right to receive, contingent interest, reduce the principal amount ofrate of interest referred to in paragraph 1 of the Securities, premiumreduce the rate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, or extend the time for payment of Issue Discount, contingent interest or interest, if any, on any Security; (c) reduce the Principal Amount at Maturity, accrued Issue Discount, Restated Principal Amount or interest on, the Initial Accreted Principal Amount of or extend the Stated Maturity or interest payment periods of any Security; (3d) reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security; (e) make any Security payable in money or securities other than that stated in the Security; (4f) make any change in Section 6.04 or this Section 9.02, except to increase any percentage set forth therein; (g) make any change that adversely affects such Holder’s the right to convert any Security; (h) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture; (5i) make any change to the Guarantee that adversely affects the rights of Holders of the Securities; or (j) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1) make any change to the percentage Principal Amount at Maturity of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) make any change in the manner or rate of accrual in connection with Contingent Additional Principal, make any change in the manner of calculation of, or that adversely affects the right to receive, Contingent Cash Interest, reduce the principal amount ofrate of interest referred to in paragraph 1 of the Securities, premiumor extend the time for payment of or Contingent Cash Interest, if any, or interest onon any Security; (3) reduce the Principal Amount at Maturity, Issue Price or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Section 6.04, Section 6.07 or this Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects such Holder’s the right to convert any Security; (8) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture;; or (59) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer (a) Subject to Section 10.01, except as provided in the next succeeding paragraphs, the Company, the Security Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Securities of any Series series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities of each Series such series then outstanding Outstanding affected by such modification or amendment (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, such Securities) affected by such amendment). However, without Without the consent of each Holder affectedaffected hereby, however, an amendment or waiver may not: (1i) reduce the Principal Amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including Defaulted Interest, on any Securities; (iii) reduce the Principal Amount of or change or have the effect of changing the stated maturity of the principal of, or any installment of principal of, any Securities, or change the date on which any Securities may be subject to redemption (provided that this shall not apply to changes in the notice period for redemptions), or reduce any premium payable upon the redemption thereof or the Redemption Price therefor; (iv) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods of any Security; (3) make any Security payable in money or securities currency other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6v) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating entitling each Holder to subordination that adversely affects receive payment of principal of, premium and interest on such Securities on or after the rights Stated Maturity thereof (or, in the case of any Holder under redemption, on or after the redemption date) or to bring suit to enforce such provisionspayment, or permitting Holders of a majority in Principal Amount of Outstanding Securities to waive Defaults or Events of Default; (7vi) except as provided amend, change or modify in any material respect any obligations of the Company to make and consummate a change of control offer in respect of a change of control event that has occurred, to the extent any such change of control may be required under Article VIII hereof or in accordance with the terms of any Guaranteesuch series of Securities; (vii) eliminate or modify in any manner the obligations of a Security Guarantor with respect to its Security Guarantee which adversely affects Holders in any material respect, release any Guarantor from any of its obligations under its Guarantee or make any change except as expressly otherwise provided for in a Guarantee that would adversely affect the Holder of the Securitiesthis Indenture; or (8) make viii) change any change obligation of the Company to maintain an office or agency in the place and for the purposes specified in Section 6.04 3.02. Subject to Section 6.04, the Holder or 6.07 Holders of a majority in aggregate Principal Amount of the Securities of such series then Outstanding may waive any existing Default or compliance by the Company with any provision of this Indenture or the second sentence Securities of this Section 9.02. any series affected by such default or compliance. (b) It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment amendment, supplement or waiver under this Section 10.02 becomes effective, the Issuer Company shall mail give to all the Holders affected Holders thereby a notice briefly describing such the amendment, supplement or waiver. The Any failure of the Company to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under any such amendment, supplement o waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate Principal Amount of the Securities then Outstanding affected may waive compliance in a particular instance by the Company with any provision of this SectionIndenture or such Securities.

With Consent of Holders. The Issuer Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Securities of any Series without notice to any Holder but and the Subsidiary Guarantees with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities) affected by such amendment). Subject to the provisions of Section 6.4, any past default or compliance with the provisions of this Indenture, the Securities or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities). However, without the consent of each Holder affected, an amendment amendment, supplement or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, must consent to an amendment or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturewaiver; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or change the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption of any Security or alter or waive any of the provisions with respect to the redemption or repurchase of the Securities (except provisions relating to minimum required notice of optional redemption or the provisions of Sections 3.5 and 3.9); (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder of the Securities to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Securities; (67) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the amendment provisions of this Indenture relating to subordination that adversely affects which require each Holder’s consent or in the rights of any Holder under such waiver provisions; (78) make the Securities or the Subsidiary Guarantees subordinated in right of payment to any other obligation; or (9) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a any Subsidiary Guarantee that would could adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02such Holder. 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. After an amendment or supplement under this Section becomes effective, the Issuer Company shall mail send to all affected Holders a notice briefly describing such amendmentamendment or supplement. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section. For the avoidance of doubt, no amendment to, or deletion of any covenants provided for in Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.10 or 3.11 of this Indenture, or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any rights of any Holder to receive payment of principal of, or premium, if any, or interest on, the Securities or to institute suit for the enforcement of any payment on or with respect to the Securities of such Holder.

With Consent of Holders. The Issuer Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Securities of any Series and the Subsidiary Guarantees without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities) affected by such amendment). Subject to the provisions of Section 6.4, any past default or compliance with the provisions of this Indenture, the Securities or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities). However, without the consent of each Holder Securityholder affected, an amendment amendment, supplement or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, must consent to an amendment or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturewaiver; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or change the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption of any Security or alter or waive any of the provisions with respect to the redemption or repurchase of the Securities (except provisions relating to minimum required notice of optional redemption or the provisions of Sections 3.5 and 3.9); (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder of the Securities to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Securities; (67) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the amendment provisions of this Indenture relating to subordination that adversely affects which require each Holder’s consent or in the rights of any Holder under such waiver provisions; (78) make the Securities or the Subsidiary Guarantees subordinated in right of payment to any other obligation; or (9) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a any Subsidiary Guarantee that would could adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02such Holder. 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. After an amendment or supplement under this Section becomes effective, the Issuer Company shall mail send to all affected Holders Securityholders a notice briefly describing such amendmentamendment or supplement. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

With Consent of Holders. The Issuer Company, any Guarantors and the Trustee may modify or amend this Indenture or the Securities of any Series or the Guarantees without notice to any Holder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities) affected by such amendment). However, without the consent of each Holder affectedaffected thereby, an a modification or amendment may not: (1a) make change the Stated Maturity of the principal of, or any installment of interest (including Special Interest) on, any Security, or reduce the principal amount thereof or the rate of interest (including Special Interest, if any) thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Security or any premium or the interest (including Special Interest) thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (b) reduce the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control Purchase Price; (c) reduce the percentage of in principal amount of the outstanding Securities of any SeriesSecurities, the consent of whose Holders is required for any amendmentsuch 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;; or (2d) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods modify any of any Security; (3) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Section or Sections 6.04, 6.07 and 4.15, except to increase the percentage of outstanding Securities the consent of whose Holders is required for such actions or to provide that certain other provisions of this Indenture relating to subordination that adversely affects cannot be modified or waived without the rights consent of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02each Security affected thereby. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company, the Note Guarantors and the Trustee may amend this Indenture or the Securities, for the purpose of adding any provision to this Indenture or of modifying in any manner the rights of Holders under this Indenture, the Securities or any Note Guarantee or to evidence any waiver of (or waiver of compliance with) any Series provision of this Indenture (as hereinafter provided), without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities. The Holders of a majority in principal amount of the Securities may waive compliance by the Company or any Note Guarantor with any provision or covenant of each Series then outstanding (including consents obtained in connection with a tender offer this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, must consent to an amendment or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturewaiver; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal amount of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder clause (i) or (ii) of the Securitiesfirst sentence of Section 6.04 or Section 6.07 or the third sentence of this Section; or (8) make any change modify the terms of the Note Guarantees contained in Section 6.04 Article 10 (except as contemplated by the terms thereof or 6.07 or the second sentence of this Section 9.02Indenture) in any manner adverse to the Holders. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.or

With Consent of Holders. The Issuer Company and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but Trustee, with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affected, an amendment or supplement to this Indenture or the Securities may not: (1) make any change to the percentage Principal Amount of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce make any change to the principal amount of, premiummanner or rate of accrual in connection with Original Issue Discount or interest, if any, reduce the rate of interest referred to in paragraph 1 of the Securities or interest onextend the time for payment of Original Issue Discount or interest, if any, on any Security; (3) reduce the Principal Amount or the Issue Price of or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the Redemption Price, Purchase Price or Fundamental Change Purchase Price of any Security; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Article 10 hereof that adversely affects the rights of any Holder; (7) make any change in Sections 6.04 or 6.07 hereof or this Section 9.02, except to increase the percentage of Holders referenced in Sections 6.04 or 6.07 hereof, as applicable; (8) make any change that adversely affects the right of Holders to convert any Security; or (9) make any change that adversely affects such Holder’s the right of Holders to require the Company to repurchase the Securities, or the right to require the Issuer Company to purchase repurchase the Securities upon a Fundamental Change, in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 or Section 9.01 hereof may not make any change that adversely affects the rights under Article 10 hereof of any holder of Senior Indebtedness then outstanding unless the requisite holders of such Senior Indebtedness consent to such change pursuant to the terms of such Senior Indebtedness. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment or supplement to this Indenture or the Securities may not: (1) make any change to the percentage Principal Amount of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) make any change to the rate of accrual in connection with Original Issue Discount, reduce the principal amount of, premiumrate of interest referred to in paragraph 1 of the Securities or extend the time for payment of accrued Original Issue Discount or interest, if any, on any Security; (3) reduce the Principal Amount or interest on, the Issue Price of or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the amount of cash payable in respect of conversion upon the Company's election to pay cash with respect thereto, the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or extend the date on which the Purchase Price or Change in Control Purchase Price of any Security is payable; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Section 6.04 or this Section 9.02, except to increase any percentage referred to therein, or make any change in Section 6.07; (7) make any change that adversely affects such Holder’s the right to convert any Security (including the right to receive cash in lieu of Common Stock except as set forth in Section 9.01(4)); (8) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this IndentureIndenture (including the right to receive cash if the Company has elected to pay cash upon such purchase); (59) make any change to the provisions of this Indenture relating to the purchase of Securities at the option of the Holder pursuant to Section 3.08 or 3.09 which change would result in a violation of applicable federal or state securities laws (including positions of the SEC under applicable no-action letters), whether as a result of the exercise or performance of any rights or obligations under such provisions or otherwise; or (10) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Issuers, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, Securities) affected by such amendment). However, without the consent of each Holder Securityholder affected, an amendment may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, stated rate of or extend the Stated Maturity or stated time for payment of interest payment periods of on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased as described under Article V, Section 3.8, Section 3.10 or any similar provision, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (5) make any Security payable in money or securities currency other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder to receive payment of premium, if any, principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Securities;; or (67) in reduce the case relative ranking of any subordinated Securities, Securities or coupons appertaining thereto, Subsidiary Guarantees; or (8) make any change in to the amendment provisions which require each Holder's consent or to the waiver provisions. However, no amendment may be made to the subordination provisions of this Indenture relating that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change. In addition, any amendment to the subordination provisions of the Indenture that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change Securities will require the consent of the holders of at least 66 2/3% in Section 6.04 or 6.07 or aggregate principal amount of the second sentence of this Section 9.02Securities then outstanding. It shall not be necessary for the consent of the Holders under this Section 9.2 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 or waiver under this Indenture by any Holder of the Securities given in connection with a tender of such Holder's Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.2.

With Consent of Holders. The Issuer Subject to Section 6.07, the Company and the Guarantors, when authorized by a Board Resolution, and the Trustee may modify, amend or supplement, or waive compliance by the Company with any provision of, this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affected, an amendment may notno such modification, amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1a) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the whose holders must consent of whose Holders is required for any to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2b) reduce the rate of or change the time for payment of interest, including defaulted interest, on any Securities; (c) reduce the principal amount of, premium, if anyof or change the fixed maturity of any Securities, or interest onchange the date on which any Securities may be subject to redemption or repurchase, or extend reduce the Stated Maturity redemption or interest payment periods of any Securityrepurchase price therefor; (3d) make any Security Securities payable in money or securities other than that stated in the SecuritySecurities and the Indenture; (4e) make any change that adversely affects in provisions of the Indenture protecting the right of each holder of a Security to receive payment of principal of, premium on and interest on such HolderSecurity on or after the due date thereof or to bring suit to enforce such payment or permitting holders of a majority in principal amount of the Securities to waive a Default or Event of Default; (f) after the Company’s right to require the Issuer obligation to purchase the Securities arises under the Indenture, amend, modify or change the obligation of the Company to make or consummate a Change of Control Offer or a Net Proceeds Offer or waive any default in accordance the performance thereof or modify any of the provisions or definitions with the terms thereof and this Indenturerespect to any such offers; (5g) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the amendment provisions of this Indenture relating to subordination that adversely affects which require each Holder’s consent or in the rights of any Holder under such waiver provisions; (7h) except as provided under Article VIII hereof or modify the Guarantees in accordance with any manner not expressly contemplated by this Indenture that is adverse to the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder holders of the Securities; or (8) i) make any change to or modify the ranking of the Securities that would adversely affect the holders, each as determined by the Company, as set forth in Section 6.04 or 6.07 or an Officers’ Certificate on which the second sentence of this Section 9.02Trustee may conclusively rely. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Holders. The Issuer Company and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased in accordance with this Indenture; (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect to the Holder of amendment provisions which require each Holder's consent or to the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02waiver provisions. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article X or any Subsidiary Guarantee of any holder of Senior Indebtedness or Guarantor Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness or Guarantor Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. (a) The Issuer Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange for for, the Securities) affected by such amendmentand any past Default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. HoweverNotwithstanding the foregoing, without the consent of each Holder affectedaffected thereby, an amendment or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or change the Stated Maturity of any Security; (i) reduce the amount payable upon the redemption of any Security or (ii) change the time at which any Security may be redeemed, in each case in accordance with Article 3; (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder of the Securities to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Securities; (67) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the amendment provisions of this Indenture relating to subordination that adversely affects require each Holder's consent or in the rights of any Holder under such waiver provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 the ranking or 6.07 priority of any Security that would adversely affect the Securityholders; or (9) make any change in, or release other than in accordance with this Indenture, any Subsidiary Guaranty that would adversely affect the second sentence of this Section 9.02. Securityholders. (b) 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, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.02.

With Consent of Holders. (a) The Issuer and the Trustee may amend or supplement this Indenture Indenture, the Guarantees or the Securities of any Series without notice to any Holder but Debentures with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities of each Series Debentures then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendmentoutstanding. However, without the consent of each Holder affectedapproval thereof by Extraordinary Resolution, an amendment amendment, supplement or waiver may not: (1i) alter the manner of calculation or rate of accrual of interest on the Debentures or change the time of payment; (ii) make the Debentures convertible into securities other than Common Shares; (iii) change the Stated Maturity of the principal of, or any instalment of interest on, any Debenture; (iv) reduce the principal amount or Change of Control Repurchase Price with respect to the Debenture; (v) make any change that adversely affects the rights of Holders to require the Issuer to purchase the Debentures at the option of Holders; (vi) impair the right to institute suit for the enforcement of any payment with respect to the Debenture or with respect to conversion of the Debenture; (vii) change the currency of payment of principal of, or interest on, the Debenture; (viii) except as otherwise permitted or contemplated by provisions of the Indenture concerning specified reclassification or corporate reorganizations, or otherwise pursuant to Article 7, change the Conversion Rate or otherwise adversely affect the conversion rights of the Holders; (ix) release any of the Guarantors from any of their obligations under the Guarantee or the Indenture, except in accordance with the Indenture; (x) change the provisions in the Indenture that relate to modifying or amending the Indenture. (xi) reduce the percentage of in principal amount of the outstanding Securities of any SeriesOutstanding Debentures, the consent of whose Holders is required for any amendmentsuch supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture, or reduce the requirements of section 14.4 for voting or section 14.5 for quorum or; (2xii) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods modify any of any Security; (3) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating section 17.2 except to subordination provide that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence certain other provisions of this Section 9.02. It shall Indenture cannot be necessary for modified or waived without the consent of the Holders of Debentures expressed by Extraordinary Resolution. Notwithstanding the foregoing provisions of this section 17.2, none of such provisions shall in any manner allow or permit any amendment, modification, abrogation or addition to the provisions of Article 4 which could reasonably be expected to detrimentally affect the rights, remedies or recourse or the priority of the Senior Creditors under Specified Senior Indebtedness. (b) After an amendment, supplement or waiver under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section section 17.2 becomes effective, the Issuer shall promptly mail to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Holders. The Issuer Subject to Section 6.07, the Company when authorized by its Board Resolution, and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but Trustee, together, with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer Required Holders, may amend or exchange for supplement this Indenture or the Securities) affected by such amendment, without notice to any other Securityholders. However, without the consent of each Holder Securityholder affected, an amendment may notno amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may: (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2i) reduce the principal Principal amount of, of any Security or premium, if any, or interest on, or extend the Stated Maturity or interest payment periods of any Securitywith respect thereto; (3ii) make change the Maturity Date of, or alter the redemption or repurchase or other provisions of the Securities, in a manner that adversely affects the rights of any Security payable in money or securities other than that stated in the SecurityHolder; (4iii) make reduce the percentage in Principal amount outstanding of Securities which must consent to an amendment, supplement or waiver or consent to take any change that adversely affects such Holder’s right to require action under this Indenture or the Issuer to purchase the Securities in accordance with the terms thereof and this IndentureSecurities; (5iv) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Securities; (6v) make any changes in the case provisions concerning waivers of Defaults or Events of Default by Holders of the Securities or the rights of Holders to recover the Principal of, interest on, any subordinated Securities, or coupons appertaining thereto, Security; (vi) make any change in or affecting the provisions ranking of this Indenture relating the Securities with respect to subordination any other obligation of the Company or any Subsidiary in a way that adversely affects the rights of any Holder under such provisionsHolder; (7vii) except reduce the interest rate or extend the time for payment of interest, if any, on the Securities; (viii) make the Principal of, premium, if any, or the interest on, any Security payable with anything, at any place of payment or in any manner other then as provided under Article VIII hereof or for in accordance with this Indenture and the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change Security as in a Guarantee that would adversely affect effect on the Holder of the Securitiesdate hereof; or (8) ix) make any change changes in Section 6.04 or 6.07 or the second sentence of this Section 9.029.02 in a manner that adversely affects the rights of any Holder. 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. After an amendment amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer Company shall mail to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Holders. The Issuer Company, the Subsidiary Guarantors, the Trustee and the Trustee Collateral Agent, if applicable, may amend this Indenture Indenture, the Securities or the Securities of any Series without notice to any Holder but other Note Documents with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment), and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the amount payable upon the redemption of the Securities or change the time at which any Security may be redeemed as described in Article 3 hereto and paragraph 5 of the Securities; (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Securities; (67) in expressly subordinate the case Securities or any Guarantee or otherwise modify the ranking thereof to any other Indebtedness of any subordinated Securities, the Company or coupons appertaining thereto, the Subsidiary Guarantors; (8) make any change in the provisions of the Intercreditor Agreement or this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance dealing with the terms application of any Guarantee, release any Guarantor from any proceeds of its obligations under its Guarantee or make any change in a Guarantee the Collateral that would adversely affect the Holder of the Securities; orSecurityholders; (8) 9) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (10) make any change in, or release other than in accordance with the provisions of this Indenture, any Subsidiary Guarantee that would adversely affect the Securityholders. It shall not be necessary for the consent of the Holders under this Section 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 or waiver under this Indenture by any Holder of Securities given in connection with a tender of such Holder’s Securities shall not be rendered invalid by such tender. In addition, any amendment to, or waiver of, the provisions of the Note Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Securities or subordinating Liens securing the Securities (except as permitted by the terms of the Note Documents) will require the consent of the Holders of at least 66-2/3% in principal amount of the Securities then outstanding. Upon the request of the Company accompanied by a resolution of the Board of Directors authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver permitted under the terms of this Section, and upon receipt by the Trustee (and the Collateral Agent to the extent applicable) of the documents described in Section 9.06, the Trustee (and the Collateral Agent to the extent applicable) shall join with the Company in the execution of such supplemental indenture or supplement or amendment to the Note Documents and Intercreditor Agreement. After an amendment under this Section becomes effective, the Issuer Company shall mail send to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or extend the fixed maturity of any Security; (4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed; (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities;; or (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 5.04 or 6.07 this Section; and, provided further, that in case more than one series of Securities (or Securities of a single series which have different Terms) shall be outstanding under this Indenture, and any such proposed amendment shall affect the second sentence rights of this Holders of the Securities of one or more series (or Securities of a single series which have different Terms) and shall not affect the rights of Holders of the Securities of one or more of the other series (or Securities of a single series which have different Terms), then only Holders of Securities to be affected shall have authority or be required to consent to or approve such amendment. Any waiver of a default provided for in Section 9.025.04 shall be deemed to affect the Securities of all series, and, subject to the foregoing, any modification of the provisions of any sinking fund or covenant established in respect of Securities of a particular series (or Securities of a single series having the same Terms) shall be deemed to affect only such Securities. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer Company shall mail to all Holders of the affected Holders Securities a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders (or all Holders of the affected Securities), or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture that relate to modifying or certain defaults hereunder and their consequences) provided for in amending this Indenture; (2) make any change in the manner or rate of accrual in connection with Original Issue Discount, make any change in the manner of calculation of, or that adversely affects the right to receive, contingent interest, reduce the principal amount ofrate of interest referred to in paragraph 1 of the Securities, premiumreduce the rate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, or extend the time for payment of Original Issue Discount, contingent interest or interest, if any, on any Security; (3) reduce the Principal Amount at Maturity, Restated Principal Amount or interest on, the Issue Price of or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Section 6.04, Section 6.07 or this Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects such Holder’s the right to convert any Security; (8) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture;; or (59) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Unless the Securities Resolution otherwise provides, the Company and the Trustee may amend this Indenture or Indenture, the Securities of and any Series without notice to any Holder but coupons with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series all series affected by the amendment voting as one class; provided that, in the case of a series issued to a WEC Trust, so long as any of the related preferred securities of such WEC Trust remains outstanding, no such amendment shall be made that adversely affects the holders of such preferred securities in any material respect, and no termination of this Indenture shall occur, without the prior consent of the holders of not less than a majority in aggregate liquidation amount of such preferred securities then outstanding unless and until the principal (including consents obtained and premium, if any) of the Securities of such series and all accrued and unpaid interest thereon have been paid in connection with full; and provided further that, in the case a tender offer or exchange for series issued to a WEC Trust, so long as any of the Securitiesrelated preferred securities of such WEC Trust remain outstanding, no amendment shall be made to the third paragraph of Section 6.06 of this Indenture without the prior written consent of the holders of each such preferred security then outstanding unless and until the principal (and premium, if any) affected by of the Securities of such amendmentseries and all accrued and unpaid interest thereon have been paid in full. However, without the consent of each Holder Securityholder affected, an amendment under this Section may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, interest on or change the time for payment of interest on, or extend on any Security (except an election to defer interest in accordance with the Stated Maturity or interest payment periods applicable Securities Resolutions and Section 2.01(30) hereof); (3) change the fixed maturity of any Security; (34) make reduce the principal of any non-Discounted Debt Security payable in money or securities other than reduce the amount of principal of any Discounted Debt Security that stated in the Securitywould be due upon an acceleration thereof; (45) change the currency in which principal or interest on a Security is payable; (6) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that materially adversely affects the rights of right to convert or exchange any Holder under such provisions;Security; or (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 10.02, except to increase the amount of Securities whose Holders must consent to an amendment or the second sentence waiver or to provide that other provisions of this Section 9.02. It shall Indenture cannot be necessary for amended or waived without the consent of each Securityholder affected thereby. An amendment of a provision included solely for the Holders under this Section to approve the particular form benefit of one or more series does not affect Securityholders of any other series. Securityholders need not consent to the exact text of a proposed amendment, but amendment or waiver; it shall be is sufficient if such they consent approves to the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. (a) The Issuer Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities of with respect to any Series without notice to any Holder but of Securities with the written consent of the Holders of at least a majority in principal amount of the Securities of each such Series then outstanding outstanding, voting as a single class (including consents obtained in connection with a tender offer or exchange for Securities of such Series). Any existing Default or compliance with any provisions of this Indenture with respect to any Series of Securities may be waived with the Securities) affected by such amendmentconsent of the Holders of at least a majority in principal amount of the Securities of that Series then outstanding voting as a single class, subject to the restrictions of Section 6.04 and this Section 9.02. HoweverNotwithstanding the foregoing, without the consent of each Holder affectedaffected thereby, an amendment or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of Series whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the rate of or extend the time for payment of interest on any Security; (3) reduce the principal amount of, premium, if any, or interest on, of or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the premium, if any, payable upon the redemption of any Security or change the time at which such Security may be redeemed; (5) make any Security payable in money or securities other than that stated in the such Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Securities; (67) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. ; or (9) make any change in, or release other than in accordance with this Indenture, any Subsidiary Guarantee that would adversely affect the Holders. (b) It shall not be necessary for the consent of the Holders of any Series to which an amendment applies under this Section to approve the particular form of any such proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders of any Series to which such amendment applies a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. (a) The Issuer Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but Trustee, with the written consent of the Holders of at least a majority in of the principal amount of the Securities Securities, may execute supplemental indentures or amendments adding any provisions to or changing or eliminating any of each Series then outstanding (including consents obtained in connection with a tender offer the provisions of this Indenture or exchange for modifying the rights of the Holders of the Securities) affected by such amendment. However, except that no supplemental indenture, amendment or wavier, without the consent of each Holder affectedaffected thereby, an amendment may notmay: (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2i) reduce the principal amount of, premium, if any, of Securities whose Holders must consent to an amendment or interest on, waiver; (ii) reduce the rate of or extend the Stated Maturity or time for payment of interest payment periods of on any SecuritySecurities; (3iii) make change the currency in which any Security payable amount due in money or securities other than that stated in respect of the SecuritySecurities is payable; (4iv) reduce the principal of or any premium on or change the Stated Maturity of any Securities or alter the redemption or repurchase provisions with respect thereto; (v) reduce the relative ranking of any Securities; (vi) release any security that may have been granted in respect of the Securities; (vii) make any change in Article 10 or Article 12 that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenturerights of any Holder under Article 10 or Article 12; (5viii) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Securities;such Holder's Securities or any Subsidiary Guaranty; or (6ix) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions;Sections 6.04, 6.07 or 9.02. (7b) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (c) An amendment under this Section may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or any Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change in writing. (d) After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company, the Guarantors and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased in accordance with this Indenture; (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect to the Holder of amendment provisions which require each Holder's consent or to the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02waiver provisions. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article X or Article XII of any holder of Senior Indebtedness or Guarantor Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness or Guarantor Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and With the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer Notes, the Company, the Guarantors and the Trustee may enter into an indenture or exchange indentures supplemental to this Indenture for the Securities) affected by purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying, in any manner the rights of the Holders of the Notes under this Indenture including the definitions herein; provided, however, that no such amendment. Howeversupplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment may notoutstanding Note affected thereby: (1) make change the stated maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof; (2) reduce the percentage of in aggregate principal amount of the outstanding Securities of any SeriesNotes, the consent of whose Holders is required for any amendmentsuch 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 thereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods of any Security; (3) modify in any material respect the obligations of the Company to make any Security payable in money Change of Control Offers upon a Change of Control or securities other than that stated in Excess Proceeds Offers from the SecurityAvailable Asset Sale Proceeds; (4) make subordinate the Notes or the Guarantees, as appropriate, in right of payment to any change that adversely affects such Holder’s right to require other Indebtedness of the Issuer to purchase Company or the Securities in accordance with the terms thereof and this Indentureapplicable Guarantor; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 6.4 or 6.07 6.7 or modify any of the second sentence provisions of this Section 9.028.2, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each outstanding Note affected thereby; or (6) release any Guarantees required to be maintained under this Indenture. The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of all of the Notes waive any past Default under this Indenture and its consequences, except a Default (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to a Change of Control Offer or an Excess Proceeds Offer which has been made by the Company), or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders of Notes under this Section 8.2 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company, the Guarantor and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1a) reduce the percentage in Principal Amount at Maturity of Securities whose Holders must consent to an amendment; (b) make any change in the manner or rate of accrual of Original Issue Discount or cash interest, including Contingent Cash Interest, reduce the rate of cash interest, including Contingent Cash Interest, referred to the percentage of principal amount in paragraph 1 of the outstanding Securities of any Series, the consent of whose Holders is required for any amendmentSecurities, or extend the consent time for payment of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture Original Issue Discount or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount ofcash interest, premiumincluding Contingent Cash Interest, if any, on any Security; (c) reduce the Principal Amount at Maturity, Issue Price, accrued Original Issue Discount or interest oncash interest, with respect to any Security, or extend the Stated Maturity or interest payment periods of any Security; (3d) reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security; (e) make any Security payable in money or securities other than that stated in the Security; (4f) make any change in this Section 9.2, except to increase any percentage set forth therein; (g) make any change that adversely affects such Holder’s the right to convert any Security; (h) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture; (5i) release the Guarantor of any obligation under this Indenture, except as permitted by or provided in this Indenture; (j) change the provisions of this Indenture that relate to modifying or annexing this Indenture; or (k) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in Securities or the case of any subordinated SecuritiesGuarantee, or coupons appertaining theretoconversion of, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.2 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and With the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Securities of each Series then outstanding (including Securities, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto and amend the Collateral Documents for the Securities) affected by purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Collateral Documents or of modifying in any manner the rights of the Holders under this Indenture or the Collateral Documents; provided, however, that no such amendment. Howeversupplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment may notoutstanding Security affected thereby: (1i) make any change to reduce the percentage of in aggregate principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the must consent of whose Holders is required for any waiver (of compliance with certain provisions to an amendment of this Indenture or certain defaults hereunder and their consequences) provided for in this Indentureto waive any past default; (2ii) reduce the rate or extend the stated time of payment of any interest (including Additional Interest, if any) on any Security, or change the Company’s obligation to pay Additional Interest or Coupon Make Whole Payments; (iii) reduce the principal amount ofamount, premiumAdditional Interest or Coupon Make Whole Payments, if any, or interest on, or extend the Stated Maturity or interest payment periods Date, of any Security; (3iv) make change the place or currency of payment of principal or interest in respect of any Security payable in money or securities other than that stated in the Security; (4v) make any change that adversely affects such Holder’s right the conversion rights of any Security, including any change to require the Issuer to purchase the Securities provisions set forth in accordance with the terms thereof and this IndentureArticle 6; (5vi) amend or modify in any manner the provisions described under Section 6.16; (vii) reduce the Fundamental Change Purchase Price or Redemption Price of any Security or amend or modify in any manner adverse to the Holders of Securities the Company’s obligation to make such payments, including any extension of the related payment dates or any change to the provisions set forth in Article 5 or Article 7; (viii) impair the right of any Holder to receive payment of principal of and interest, including Additional Interest, on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Securities; (6ix) in the case modify any of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisionsSection 15.02 or Section 10.02(b); (7x) except adversely affect the ranking of the Securities or any Note Guaranty as provided under Article VIII hereof or in accordance with senior secured indebtedness of the terms of any Guarantee, Company and the applicable Guarantor; (xi) release any Guarantor from any of its obligations under its Guarantee Note Guaranty or this Indenture, except in accordance with the terms of this Indenture; or (xii) make any change changes in a Guarantee any Note Guaranty that would adversely affect the Holder Holders. In addition, without the consent of Holders of at least 75% of principal amount of Securities then outstanding, no amendment may modify any Collateral Documents or the provisions of this Indenture dealing with the Collateral Documents in any manner, taken as a whole, adverse to the Holders or otherwise release all or substantially all of the Securities; or (8) make Collateral securing the Company’s and the Guarantor’s obligations under this Indenture, the Securities and any change Note Guaranties, except as permitted in Section 6.04 or 6.07 or the second sentence of this Section 9.02Indenture. It shall not be necessary for the consent any Act of the Holders under this Section 15.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and With the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least not less than a majority in principal amount of the Securities of each Series then outstanding (including Securities, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the Securities) affected by purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture; provided, however, that no such amendment. Howeversupplemental indenture shall, without the consent of the Holder of each Holder affected, an amendment may notoutstanding Security affected thereby: (1i) make any change to reduce the percentage of in aggregate principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the must consent of whose Holders is required for any waiver (of compliance with certain provisions to an amendment of this Indenture or certain defaults hereunder and their consequences) provided for in this Indentureto waive any past default; (2ii) reduce the rate or extend the stated time of payment of any interest (including Additional Interest, if any) on any Security, or change the Company’s obligation to pay Additional Interest or Coupon Make Whole Payments; (iii) reduce the principal amount ofamount, premiumAdditional Interest or Coupon Make Whole Payments, if any, or interest on, or extend the Stated Maturity or interest payment periods Date, of any Security; (3iv) make change the place or currency of payment of principal or interest in respect of any Security payable in money or securities other than that stated in the Security; (4v) make any change that adversely affects such Holder’s right the conversion rights of any Security, including any change to require the Issuer to purchase the Securities provisions set forth in accordance with the terms thereof and this IndentureArticle 6; (5vi) amend or modify in any manner adverse to the Holders of Securities the provisions described under Section 6.16; (vii) reduce the Fundamental Change Purchase Price or Redemption Price of any Security or amend or modify in any manner adverse to the Holders of Securities the Company’s obligation to make such payments, including any extension of the related payment dates or any change to the provisions set forth in Article 5 or Article 7; (viii) impair the right of any Holder to receive payment of principal of and interest, including Additional Interest, on such Hoxxxx’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Hoxxxx’s Securities; (6ix) in the case modify any of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof Section 13.02 or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the SecuritiesSection 8.02(b); or (8) make any change in Section 6.04 or 6.07 or x) adversely affect the second sentence ranking of this Section 9.02the Securities as senior unsecured indebtedness of the Company. It shall not be necessary for the consent any Act of the Holders under this Section 13.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company and the Trustee ------------------------ may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affected, of an outstanding Security affected thereby an amendment or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the whose holders must consent of whose Holders is required for any amendment, to an amendment or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;waiver, (2) reduce the rate of or extend the time for payment of interest on any Security, (3) reduce the principal amount of, premium, if any, or interest on, of or extend the Stated Maturity or interest payment periods of any Security;, (34) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture;, (5) impair the right of any Holder holder of the Securities to receive payment of principal of and interest on such holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such holder's Securities;, (6) release any security interest that may have been granted in favor of the case holders of the Securities, (7) reduce the premium payable upon the redemption or repurchase of any subordinated SecuritiesSecurity, or coupons appertaining theretochange the time at which any Security may be redeemed, as described under Article 3, (8) reduce the premium payable upon a Change of Control or, at any time after a Change of Control or Asset Sale has occurred, change the time at which the Change of Control Offer or Prepayment Offer relating thereto must be made or at which the Securities must be repurchased pursuant to such Change of Control Offer, or (9) make any change in to the subordination provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder holders of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article 10 of any holder of Senior Debt then outstanding unless the 77 holders of such Senior Debt (or their Representative) consent in writing to such change, it being understood that any amendment the purpose of which is to permit the Incurrence of additional Debt shall not be construed as impairing the rights of the holders of Senior Debt pursuant to such subordination provisions. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. (a) The Issuer and the Trustee may amend or supplement this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) and affected by such amendmentamendment or supplement (voting together as a single class). However, subject to Section 10 hereof, without the written consent of each Holder affected, an amendment amendment, supplement or waiver may not: (1i) make change the stated maturity of the principal of, or any change to the percentage installment of principal amount of the outstanding Securities of any Seriesof, or interest on, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this IndentureSecurities; (2ii) reduce the principal amount of, the rate of interest or the premium payable upon the redemption of the Securities; (iii) change the timing for, or reduce any amount (including accrued interest and premium, if any) payable upon, the repurchase or interest on, or extend redemption of the Stated Maturity or interest payment periods of any SecuritySecurities; (3iv) make change the currency of any Security payable in money or securities other than that stated in payment of the SecuritySecurities; (4v) make any change that adversely affects such Holderthe place of payment on the Securities; (vi) impair a holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit xxx for the enforcement of any payment on or with respect to the Securities or the delivery of the exchange value as required by this Indenture upon an exchange of Securities; (6vii) in reduce the case percentage of principal amount of outstanding Securities necessary to modify or amend this Indenture, to waive compliance with certain provisions thereof or certain defaults and consequences thereunder; (viii) modify any subordinated Securities, of the foregoing provisions or coupons appertaining thereto, make any change in of the provisions of this Indenture relating to subordination the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect the action or to provide that adversely affects certain other provisions may not be modified or waived without the consent of the Holders; (ix) modify the provisions with respect to the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or the Holders upon a Change in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change Control in a Guarantee that would adversely affect manner adverse to the Holder of Holders, including the SecuritiesIssuer’s obligation to repurchase the Securities following a Change in Control; or (8) make any change x) adversely affect the rights of Holders to receive payment of shares of Common Stock or cash contained in Section 6.04 Articles 3 and 4 hereof. (b) After an amendment, supplement or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders waiver under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 10.02 becomes effective, the Issuer shall mail promptly send to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment any such amendment, supplement or waiver. (c) For purposes of this Indenture, Securities will be deemed outstanding if they have been authenticated and delivered under this SectionIndenture unless, among other things, the Securities have matured or been cancelled, exchanged, redeemed or repurchased.

With Consent of Holders. The Issuer and the Trustee may amend Except as provided below in this Section 9.02, this Indenture or the Securities may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of any Series without notice to any Holder but this Indenture or the Securities may be waived, in each case with the written consent of the Holders of at least a majority in of the principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding. Without the written consent or exchange for the Securities) affected by such amendment. However, without the consent affirmative vote of each Holder affectedof Securities affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not: (1a) make any change to the percentage of principal amount of the outstanding Securities maturity of any Series, the consent of whose Holders is required for any amendmentSecurity, or the consent payment date of whose Holders is required for any waiver (installment of compliance with certain provisions of this Indenture Interest, Contingent Interest or certain defaults hereunder and their consequences) provided for in this IndentureLiquidated Damages payable on any Security; (2b) reduce the principal amount of, premium, if anyor the Interest, or interest the Contingent Interest or Liquidated Damages, payable on, or extend the Stated Maturity Redemption Price, Repurchase Price or interest payment periods of Designated Event Purchase Price of, any Security; (3c) make impair or adversely affect the conversion rights of any Security payable in money or securities other than that stated in the SecurityHolder of Securities; (4d) make any change that adversely affects the currency of payment of such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indentureor Interest, Contingent Interest, Liquidated Damages, Redemption Price, Designated Event Purchase Price or Repurchase Price thereon; (5e) alter the manner of calculation or rate of accrual of Interest, Contingent Interest or Liquidated Damages, Redemption Price, Designated Event Purchase Price or Repurchase Price on any Security, or extend time for payment of any amounts due and payable to the Holders of the Securities; (f) impair the right of any Holder to institute suit for the enforcement of any payment or with respect to, or conversion of, any Security; (g) adversely affect the purchase right of the Holders of the Securities as provided in Article 3 or the right of the Holders of the Securities to convert any Security as provided in Article 10, except as otherwise permitted pursuant to Article 5 or Section 10.05 hereof; (h) modify the provisions of Article 3 in a manner adverse to the Holders of the Securities; (6i) in the case modify any of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Section, or reduce the percentage of the aggregate principal amount of outstanding Securities required to amend, modify or supplement the Indenture relating or the Security or waive an Event of Default, except to subordination provide that adversely affects certain other provisions of this Indenture cannot be modified or waived without the rights consent of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securitieseach outstanding Security affected thereby; or (8) make j) reduce the percentage of the aggregate principal amount of the outstanding Securities the consent of whose Holders is required for any change such supplemental indenture entered into in accordance with this Section 6.04 or 6.07 9.02 or the second sentence consent of whose Holders is required for any waiver provided for in this Section 9.02Indenture. 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, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure Nothing in this Section 9.02 shall impair the ability of the Company and the Trustee to give such notice amend this Indenture or the Securities without the consent of any Securityholder to all such Holdersprovide for the assumption of the Company's obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or any defect therein, shall not impair or affect the validity of an amendment under this Sectionlease pursuant to Article 5 hereof.

With Consent of Holders. The Issuer Company, the Guarantor Subsidiaries and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities. The Holders of at least a majority in principal amount of the Securities may waive compliance by the Company or any Guarantor Subsidiary with any provision or covenant of each Series then outstanding (including consents obtained in connection with a tender offer this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, must consent to an amendment or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturewaiver; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article III; (5) make any Security payable in money or securities other than that stated in the Security;; 100 92 (46) make any change in Article X or Article XII that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenturerights of any Securityholder under Article X or Article XII; (57) impair the right of any Holder to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Securities;. (68) modify the Subsidiary Guarantees (except as contemplated by the terms thereof or of this Indenture) in any manner adverse to the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the SecuritiesHolders; or (8) 9) make any change in Section 6.04 or 6.04, Section 6.07 or the second third sentence of this Section 9.02Section. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article X or Article XII of any holder of Senior Indebtedness of the Company or a Guarantor Subsidiary then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and Company, with the Trustee consent of the Trustee, may amend or supplement this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities. Subject to Section 607, the Holders of a majority in aggregate principal amount of the outstanding Securities may (a) waive compliance by the Company with any restrictive provision of this Indenture or the Securities, (b) waive any 42 past Default under this Indenture and its consequences, except a Default in the payment of the principal amount, accrued and unpaid interest, if any, Redemption Price or Change in Control Price or obligation to deliver Common Shares upon conversion with respect to any Security or in respect of any provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendmentSecurity. However, without the consent of each Security Holder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 604, may not: (1i) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, supplement or waiver or modify the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture relating to such amendments, supplements or certain defaults hereunder and their consequences) provided for in this Indenturewaivers; (2ii) reduce the principal amount of, premiumrate of or change the time for payment of interest (including Additional Interest Amount and Additional Amounts, if any) on any Security; (iii) reduce the principal, Redemption Price or interest on, or extend the Stated Maturity or interest payment periods Change in Control Price of any Security; (3iv) change the Stated Maturity of any Security; (v) make any Security payable in money or securities other than that as stated in the such Security; (4vi) modify the provisions of Article XI in a manner adverse to the Holders of the Securities; (vii) waive a default in the payment of any amount due with respect to any Security; (viii) make any change that adversely affects such Holder’s to the right to require the Issuer to purchase the Securities in accordance convert, or receive payment with the terms thereof and this Indenture; (5) impair respect to, any Security or the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities;to, or conversion of, any Security; or (6ix) in the case of any subordinated Securities, or coupons appertaining thereto, make any change that adversely affects the right to require the Company to purchase any of the Securities upon a Change in the provisions of Control. An amendment under this Indenture relating to subordination Section 902 may not make any change that adversely affects the rights under Article XI of any Holder holder of Senior Indebtedness unless the holders of such Senior Indebtedness pursuant to its terms consent to the change. Promptly after an amendment under Section 901 or this Section 902 becomes effective, the Company shall mail to Security Holders a notice briefly describing the amendment. Any failure of the Company to mail such provisions; (7) except as provided under Article VIII hereof notice shall not in any way impair or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder validity of the Securities; or (8) make any change in Section 6.04 such amendment, supplement or 6.07 or the second sentence of this Section 9.02waiver. It shall not be necessary for the consent of the Holders under this Section 902 to approve the particular form of any proposed amendmentamendment or supplement, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company and the Trustee may amend or supplement the Securities or this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding. The Holders of each Series at least a majority in aggregate principal amount of the Securities then outstanding (including consents obtained may waive compliance in connection any instance by the Company with a tender offer any provision of the Securities or exchange for the Securities) affected by such amendmentthis Indenture without notice to any Holder. However, notwithstanding the foregoing but subject to Section 10.03, without the consent of the Holders of each Holder affectedSecurity then outstanding, an amendment amendment, supplement or waiver may not: (1a) make any change to the percentage of principal amount Maturity Date of the outstanding Securities principal of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this IndentureSecurities; (2b) reduce the rate or extend the time for payment of interest, including any Additional Interest, if any on any Securities; (c) reduce the principal amount of any Securities; (d) reduce any amount payable upon repurchase of any Securities; (e) impair the right of a Holder to institute suit for payment of any Securities; (f) change the currency of payment of principal of, premiumFundamental Change Repurchase Price or rate of interest (including Additional Interest, if any, or interest on, or extend ) of the Stated Maturity or interest payment periods of any SecuritySecurities; (3g) make change the Company’s obligation to repurchase any Security payable Securities at the option of the Holder after the occurrence of a Fundamental Change in money or securities other than that stated in a manner adverse to the SecurityHolders; (4h) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, impairs or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the conversion rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the SecuritiesSecurity; or (8) make i) modify any change in of the provisions of Section 6.04 8.02 or 6.07 this Section 10.02, or reduce the second sentence percentage of the Securities required for consent to any modification of this Section 9.02Indenture that does not require the consent of each affected Holder. It shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 10.02 becomes effective, the Issuer Company shall mail to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Holders. The Issuer Company and the Trustee may amend or supplement the Securities, this Indenture or the Securities of any Series without notice to any Holder but Subsidiary Guarantee with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding. Subject to Section 11.4 and Section 11.7, the Holders of each Series at least a ma- jority in aggregate principal amount of the Securities then outstanding (including consents obtained may waive compliance in connection any instance by the Company with a tender offer any provision of the Securities or exchange for the Securities) affected by such amendmentthis Indenture without notice to any Securityholder. However, notwithstanding the foregoing but subject to Section 13.4, without the consent of the Holders of each Holder affectedSecurity then outstanding, an amendment amendment, supplement or waiver may not: (1a) make change the stated maturity of the principal of or the payment date of any change installment of interest (including Additional Interest, if any) on or with respect to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this IndentureSecurities; (2b) reduce the principal amount of, premium, if anythe Redemption Price or Put Price of, or the Make-Whole Premium or rate of interest or Additional Interest on, or extend any Security; (c) reduce the Stated Maturity or interest payment periods amount of principal payable upon acceleration of the maturity of any Security; (3d) make any Security payable change the currency in money which payment of principal of, the Redemption Price or securities other than that stated in Put Price of, or interest with respect to, the SecuritySecurities is payable; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5e) impair the right of any Holder to institute suit for the enforcement of any payment on, or with respect to, any Security; (f) modify the provisions with respect to the Securitiespurchase rights of Holders as provided in Article 5 in a manner adverse to Holders; (6g) adversely affect the right of Holders to convert Securities other than as provided in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisionsIndenture; (7h) except as provided under Article VIII hereof or reduce the percentage in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder principal amount of the outstanding Securities, the consent of whose Holders is required to take specific actions including, but not limited to, the waiver of past defaults or the modification or amendment of this Indenture; or (8) make any change in Section 6.04 i) alter the manner of calculation or 6.07 rate of accrual of interest or Additional Interest, Redemption Price or Put Price or the second sentence Make-Whole Premium on any Security or extend the time for payment of this Section 9.02any such amount. It shall not be necessary for the consent of the Holders under this Section 13.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under Section 13.1 or this Section 13.2 becomes effective, the Issuer Company shall mail to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Holders. The Issuer and the Trustee may amend enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of any Series series under this Indenture without notice to any Holder but with the written consent of the Holders of at least a majority in principal Principal amount of the Outstanding Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) series affected by such amendmentamendment or supplemental indenture. However, without the consent of the Holder of each Holder Outstanding Security affected, an amendment or a supplemental indenture may not: (1) make any change to reduce the percentage of principal Principal amount of the outstanding Outstanding Securities of any Series, the consent of series whose Holders is required for must consent to any amendmentamendment or supplemental indenture, or the consent of whose Holders is required for must consent to any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) , provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the Principal of or extend the Stated Maturity of any Security or reduce the Default Amount of any Security; (4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed at the option of the Issuer; (5) make any Security or premium or interest thereon payable in money or securities other than that stated in the Security; (46) make any change that adversely affects such Holder’s right in Section 4.06 relating to require the date by which the Issuer must purchase, or in the obligation of the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated purchase, tendered Securities, or coupons appertaining theretothe definition of Change of Control, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (7) make any change in mandatory redemption provisions, if any, of the Securities of any series. An amendment or a supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of Holders of Securities of any other series. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendmentamendment or supplemental indenture, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment or supplement to this Indenture or the Securities may not: (1) make any change to the percentage Principal Amount of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) make any change to the rate of accrual in connection with Original Issue Discount, reduce the principal amount of, premiumrate of interest referred to in paragraph 1 of the Securities or extend the time for payment of Original Issue Discount or interest, if any, on any Security; (3) reduce the Principal Amount or interest on, the Issue Price of or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the Redemption Price or Purchase Price of any Security; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Article 10 that adversely affects the rights of any Securityholder; (7) make any change in Section 6.04, Section 6.07 or this Section 9.02, except to increase any percentage referred to therein or herein; (8) make any change that adversely affects the right to convert any Security; or (9) make any change that adversely affects such Holder’s the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 or Section 9.01 may not make any change that adversely affects the rights under Article 10 of any holder of Senior Indebtedness then outstanding unless the requisite holders of such Senior Indebtedness consent to such change pursuant to the terms of such Senior Indebtedness. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer (a) Except as otherwise provided in Section 6.02, Section 6.04, Section 6.05, Section 6.06, Section 6.07 or Section 9.02(b), the Issuer, the Guarantors and the Trustee may amend this Indenture or and the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities and the Holders of each Series then outstanding (including consents obtained a majority in connection principal amount of the Outstanding Securities may waive future compliance by the Issuer or the Guarantors with a tender offer any provision of this Indenture or exchange for the Securities. (b) affected by such amendment. HoweverNotwithstanding the provisions in 9.01, without the consent of each Holder affected, an amendment may not:or waiver shall not (with respect to any Securities held by a non-consenting Holder): (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2i) reduce the principal amount of, premium, if any, of or interest on, or extend change the Stated Maturity or interest payment periods of any installment of principal of any Security; (3ii) reduce the rate of or change the payment date of any interest payment on any Security; (iii) reduce the amount payable upon the redemption of any Security in respect of an optional redemption, change the times at which any Security may be redeemed or, once notice of redemption has been given, change the time at which it must thereupon be redeemed; (iv) after the time a Change of Control Offer is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder with respect to the Securities; (v) make any Security payable in money currency or securities at any place other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5vi) impair the right of any Holder of Securities to institute suit for the enforcement of any payment on or with respect to the Securitiesany Security; (6vii) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions percentage of the principal amount of the Securities required for amendments or waivers; (viii) modify or change any provision of this Indenture relating to subordination that adversely affects affecting the rights ranking of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change Securities in a Guarantee that would adversely affect manner adverse to the Holder Holders of the Securities; or (8) ix) make any change in Section 6.04 or 6.07 or the second sentence Guarantees that would materially and adversely affect the Holders of this Section 9.02. Securities. (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . (d) Neither the Company nor any of its Subsidiaries or Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all Holders of the Securities that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment. (e) The Issuer shall notify the Luxembourg Stock Exchange of any amendment regardless of whether Securityholders’ approval is required. (f) After an amendment under this Section 9.02 becomes effective, the Issuer shall mail (or shall cause the Trustee to) deliver to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.02.

With Consent of Holders. (a) The Issuer Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but Trustee, with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Securities outstanding Securities, may execute supplemental indentures or amendments adding any provisions to or changing or eliminating any of each Series then outstanding (including consents obtained in connection with a tender offer the provisions of this Indenture or exchange for modifying the rights of the Holders of the Securities) affected by , except that no such amendment. Howeversupplemental indenture, amendment or wavier, without the consent of each Holder affectedall of the Holders of outstanding Securities, an amendment may notmay: (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2i) reduce the principal amount of, premium, if any, of Securities whose Holders must consent to an amendment or waiver; (ii) reduce the rate of or change the time for payment of interest on, on any Securities; (iii) change the currency in which any amount due in respect of the Securities is payable; (iv) reduce the principal of or extend any premium on or change the Stated Maturity or interest payment periods of any SecuritySecurities or alter the redemption or repurchase provisions with respect thereto; (3v) make reduce the relative ranking of any Security payable in money or securities other than that stated in the SecuritySecurities; (4vi) release any security that may have been granted to the Trustee in respect of the Securities (except as contemplated in the documents under which such security was granted to the Trustee); (vii) make any change in Article 10 or Article 12 that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenturerights of any Holder under Article 10 or Article 12; (5viii) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to the Securities;such Holder's Securities or any Subsidiary Guaranty; or (6ix) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions;Sections 6.04, 6.07 or 9. (7b) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (c) An amendment under this Section may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness of the Company or any Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change in writing). (d) After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Except as provided below in this Section 9.02 and in Section 9.01, this Indenture, the Trustee may amend this Indenture Securities or the Guarantees may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this Indenture, the Securities of any Series without notice to any Holder but or the Guarantees may be waived, in each case with the written consent of the Holders of at least a majority in of the principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding. Without the written consent or exchange for the Securities) affected by such amendment. However, without the consent affirmative vote of each Holder affectedof Securities, an amendment amendment, supplement or waiver under this Section 9.02 may not: (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2a) reduce the principal amount of, premium, if anyof or change the maturity of any Security, or interest on, the payment date of any installment of Interest or extend the Stated Maturity or interest payment periods of Additional Interest payable on any Security; (3b) make reduce the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price of, any Security payable in money or securities other than that stated in change the Securitytime at which or circumstances under which the Securities may be redeemed or repurchased; (4c) make any change that adversely affects the currency of payment of such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indentureor Interest, Additional Interest, Redemption Price, Fundamental Change Repurchase Price or Repurchase Price thereon; (5d) alter the manner of calculation or rate of accrual of Interest or Additional Interest or extend the time for payment of any such amount; (e) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to, or conversion of, any Security; (f) adversely affect the repurchase option of the Holders of the Securities as provided in Article 3 or impair the right of the Holders of the Securities to convert any Security as provided in Article 10 or reduce the number of Common Shares or any other property receivable upon conversion, except as otherwise permitted pursuant to Article 5 or Section 10.05 hereof; (g) modify the redemption provisions of Article 3 in a manner adverse to the Holders of the Securities; (6h) change the Company's obligation to maintain an office or agency in the case places and for the purposes specified in this Indenture; (i) modify any of any subordinated Securitiesthe provisions of this Section 9.02, or coupons appertaining theretoreduce the percentage of the aggregate principal amount of outstanding Securities required to amend, make modify or supplement the Indenture or the Securities or waive an Event of Default, except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; or (j) modify any change in of the provisions of this Indenture relating which relate to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that 11 if such modification would adversely affect the Holder rights of the Holders of Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail deliver to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend or exchange for supplement this Indenture or the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1i) make any change reduce the rate or accrual of Original Issue Discount or cash interest referred to the percentage of principal amount in paragraph 1 of the outstanding Securities or change the time for payment of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturecash interest thereon; (2ii) reduce the principal amount ofPrincipal Amount at Maturity, premium, if any, the Restated Principal Amount or interest on, the Accreted Value of or extend the Stated Maturity or interest payment periods of any Security; (3iii) reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or change the time at which the Securities may be redeemed or repurchased; (iv) change the city of any place of payment or make any Security payments on the Securities payable in money or securities currency other than that as stated in the Security; (4v) make any change in the percentage of principal amount of Securities necessary to waive compliance with the provisions of Section 6.04 or this Section 9.02, except to increase any percentage set forth therein; (vi) make any change that adversely affects such Holder’s the right to convert any Security in accordance with the terms thereof and this Indenture, except as otherwise permitted in accordance with Section10.15; (vii) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture, except as otherwise permitted in accordance with Article V; (5viii) impair the a Xxxxxx's right of any Holder to institute suit for the enforcement of any payment with respect to on the Securities; (6ix) in the case waive a continuing default or Event of Default regarding any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of payment on the Securities; or (8) x) make any change in the Company's obligation to provide Rule 144A Information in accordance with Section 6.04 or 6.07 or the second sentence of this Section 9.024.06. 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, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder affected, Securityholder affected thereby an amendment or waiver may not: (1a) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, must consent to an amendment or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturewaiver; (2b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal amount of, premium, if any, or interest on, of or extend the Stated Maturity or interest payment periods of any Security; (3d) reduce the premium payable upon the redemption or repurchase of any Security in accordance with Article III or Section 4.06 or 4.09; (e) at any time after a Change of Control or an Asset Sale has occurred, change the time at which the Change of Control Offer or Prepayment Offer relating thereto must be made or at which the Securities must be repurchased pursuant to such Change of Control Offer or Prepayment Offer; (f) make any Security payable in money or securities a currency other than that stated in the Security; (4g) make any change in Article X or Article XII that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenturerights of any Securityholder under Article X or Article XII; (5h) make any change in any Subsidiary Guarantee that would adversely affect the Securityholders; (i) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder's Securities or any Subsidiary Guarantee; (j) release any security that may have been granted to the Trustee in respect of the Securities; (6k) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; and (l) cause the Company or any Subsidiary Guarantor to be required to make any deduction or withholding from payments made under or with respect to the Securities or any Subsidiary Guarantee. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article X or Article XII of any holder of Designated Senior Indebtedness then outstanding unless the holders of such Designated Senior Indebtedness (or their Representative) consent in writing to such change. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer With the written consent of the ---------------------------------------- Holders of at least a majority in aggregate principal amount of the Securities at the time outstanding, the Company and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1) make any change reduce the interest rate or the rate of accrual upon an upward interest adjustment referred to the percentage of principal amount in paragraph 1 of the outstanding Securities or change the time for payment of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indentureinterest thereon; (2) reduce the principal amount of, premium, if any, or interest on, of or extend the Stated Maturity or interest payment periods of any Security; (3) reduce the calculation of the value of the Common Stock to which reference is made in determining whether an Upward Interest Adjustment will be made on the Securities, or change the method by which this value is calculated; (4) reduce the Redemption Price, Purchase Price or Fundamental Change Purchase Price of any Security or change the time at which the Securities may be redeemed or repurchased; (5) make any Security payments on the Securities payable in money currency or securities other than that as stated in the Security; (46) make any change in the percentage of the principal amount of Securities necessary to waive compliance with the provisions of Section 6.4, Section 6.7 or this Section 9.2, except to increase any percentage set forth therein; (7) make any change that in the good faith judgment of the Company's Board of Directors and the Trustee adversely affects such Holder’s the right to convert any Security in accordance with the terms thereof and this Indenture; (8) make any change that in the good faith judgment of the Company's Board of Directors and the Trustee adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture; (59) impair the a Holder's right of any Holder to institute suit for the enforcement of any payment with respect to xxx xayment on the Securities; (610) in waive a continuing default or Event of Default regarding any payment on the case of any subordinated Securities, ; or coupons appertaining thereto, 46 (11) make any change in the provisions of this Indenture relating to subordination that adversely affects effects the Holders' rights of any Holder under such provisions; (7) except as provided under Section 3.7, Section 3.8 and Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. X. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.2 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend Except as provided below in this Section 11.2, this Indenture or the Securities may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of any Series without notice to any Holder but this Indenture or the Securities may be waived, in each case with the written consent or affirmative vote of the Holders of at least a majority in of the principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding. Without the written consent or exchange for the Securities) affected by such amendment. However, without the consent affirmative vote of each Holder affectedof Securities affected thereby (in addition to the written consent or the affirmative vote of the holders of at least a majority of the principal amount of the Securities at the time outstanding), an amendment or waiver under this Section 11.2 may not: (1a) make any change to the percentage maturity of the principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendmentof, or the consent payment date of whose Holders is required for any waiver (installment of compliance with certain provisions of this Indenture interest or certain defaults hereunder and their consequences) provided for in this IndentureAdditional Amounts, if any, on, any Security; (2b) reduce the principal amount of, premiumor interest or Additional Amounts, if any, or interest on, or extend the Stated Maturity Redemption Price, Repurchase Price or interest payment periods Change of Control Repurchase Price of, any Security; (3c) make change the currency of payment of principal amount of, or interest or Additional Amounts, if any, on, or the Redemption Price, Repurchase price or Change of Control Repurchase Price of, any Security payable in money or securities other than that stated in the Securityfrom U.S. Dollars; (4d) make alter or otherwise modify the rate of interest or Additional Amounts, if any, on any change that adversely affects such Holder’s right to require Security, or the Issuer to purchase the Securities in accordance with the terms thereof and this Indenturemanner of calculation thereof; (5e) impair the right of any Holder to institute suit for the enforcement of any payment or with respect to, or conversion of, any Security; (f) modify the obligation of the Company to maintain an agency in The City of New York pursuant to Section 6.5; (g) impair or adversely affect the conversion rights of the Holder of the Securities as provided in Article XII; (h) impair or adversely affect the repurchase rights of the Holders of the Securities as provided in Articles IV and V; (i) modify the optional redemption provisions of Article III in a manner adverse to the Holders of the Securities; (6j) in reduce the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder percentage of the Securitiesprincipal amount of the outstanding Securities the written consent or affirmative vote of whose Holders is required for any such supplemental indenture; or (8) make k) reduce the percentage of the principal amount of the outstanding Securities the written consent or affirmative vote of whose Holders is required for any change waiver of any past Default provided for in Section 6.04 or 6.07 or the second sentence of this Section 9.02Indenture. It shall not be necessary for the consent of the Holders under this Section 11.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 11.2 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure Nothing contained in this Section 11.2 shall impair the ability of the Company and the Trustee to give such notice amend this Indenture or the Securities without the consent of any Securityholder to all such Holdersprovide for the assumption of the Company's obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or any defect therein, shall not impair or affect the validity of an amendment under this Sectionother disposition pursuant to Article VII.

With Consent of Holders. The Issuer Company and the Trustee ------------------------ may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then Outstanding; provided, however, that for ----------------- the purposes of each Series then outstanding (including consents obtained calculating such majority, the aggregate principal amount of Securities held by the Company and any Affiliates thereof shall not be counted in connection with a tender offer or exchange for the Securities) affected by determining such amendmentmajority. However, without the consent of each Holder affected, of an outstanding Security affected thereby an amendment or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, must consent to an amendment or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;waiver, (2) reduce the rate of or extend the time for payment of interest on any Security, (3) reduce the principal amount of, premium, if any, or interest on, of or extend the Stated Maturity or interest payment periods of any Security;, (34) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture;, (5) impair the right of any Holder of the Securities to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Securities;, (6) release any security interest that may have been granted in favor of the case Holders of the Securities, (7) reduce the premium payable upon the redemption or repurchase of any subordinated SecuritiesSecurity, or coupons appertaining theretochange the time at which any Security may be redeemed, as described under Article 3, (8) reduce the premium payable upon a Change of Control or, at any time after a Change of Control or Asset Sale has occurred, change the time at which the Change of Control Offer or Prepayment Offer relating thereto must be made or at which the Securities must be repurchased pursuant to such Change of Control Offer, or (9) make any change in to the subordination provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder Holders of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article 10 of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or their Representative) consent in writing to such change, it being understood that any amendment the purpose of which is to permit the Incurrence of additional Debt shall not be construed as impairing the rights of the holders of Senior Debt pursuant to such subordination provisions. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Except as provided above in Section 10.01 and below in this Section 10.02, the Company, the Trustee and the Trustee Collateral Agent (if applicable) may amend this Indenture or and the Securities other Note Documents, with the written consent of any Series without notice the Insurer (unless an Insurer Default shall have occurred and be continuing) solely if such amendment is materially adverse to any Holder but with the interests of the Insurer, and the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities of each Series then outstanding affected (including consents obtained in connection with a tender offer or exchange for the Securities) affected by and any past default or compliance with any provisions may also be waived with the written consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) solely if such amendmentwaiver is adverse to the interests of the Insurer and the consent of the Holders of at least a majority in principal amount of the Outstanding Securities affected. However, without the consent of each Holder affectedof an Outstanding Security affected thereby, an amendment or waiver may not: (1a) make change the Stated Maturity of the principal of or any installment of interest on any Security, or change the due date of the Make-Whole Premium or any other premium; (b) reduce the principal amount thereof (or premium including the Make-Whole Premium, if any) or the rate of interest, if any, on any Security; (c) change any obligation of the Company to pay Additional Amounts contemplated by Section 12.01; (d) reduce the amount of the principal of any Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy pursuant to Section 6.04, or adversely affect any right of repayment at the option of any Holder; (e) change the currency of payment of principal on (or premium including the Make-Whole Premium, if any) or interest, if any on any Security; (f) reduce the percentage of in aggregate principal amount of the outstanding Outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) consequences provided for in this Indenture; (2g) reduce change any provision of the principal amount ofNote Documents providing for payments or redemptions, premiumin each case, if any, to be applied pro rata among the Holders entitled to such payments or interest on, or extend the Stated Maturity or interest payment periods redemptions of any SecuritySecurities; (3) make any Security payable in money or securities other than that stated in the Security; (4h) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in, or release other than in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder Holders of the any such Securities; or (8) make i) release the Liens for the benefit of the Holders on all or substantially all of the Collateral other than in accordance with this Indenture and the Security Documents; (j) release the Company or MBIA Inc. from its obligations under this Indenture or any change other Note Document, other than in Section 6.04 or 6.07 or accordance with this Indenture and the second sentence other Note Documents; or (k) modify any of the provisions of this Section 9.02or Section 6.13 except to increase any percentage or to provide that certain provisions of this Indenture cannot be waived without the consent of the Holder of each Outstanding Security. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendment hereto. If a record date is fixed, the Holders on such record date or their duly designated agents, and only such Persons, shall be entitled to consent to such amendment, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer thereof shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Sectionbe approved.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture that relate to modifying or certain defaults hereunder and their consequences) provided for in amending this Indenture; (2) make any change in the manner or rate of accrual in connection with Original Issue Discount, make any change in the manner of calculation of, or that adversely affects the right to receive, semiannual or contingent interest, reduce the principal amount ofrate of interest referred to in paragraph 1 of the Securities, premiumreduce the rate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, or extend the time for payment of Original Issue Discount, semiannual or contingent interest or interest, if any, on any Security; (3) reduce the Principal Amount at Maturity, Restated Principal Amount or interest on, the Issue Price of or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Section 6.04, Section 6.07 or this Section 9.02, except to increase any percentage set forth therein; (7) make any change that adversely affects such Holder’s the right to convert any Security; (8) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture;; or (59) impair the right of any Holder to receive payment with respect to, a Security, or right to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Unless the Securities Resolution otherwise provides, the Company and the Trustee may amend this Indenture or Indenture, the Securities of and any Series without notice to any Holder but coupons with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series all series affected by the amendment voting as one class; provided that, in the case of a series issued to an Applied Power Trust, so long as any of the related preferred securities of such Applied Power Trust remains outstanding, no such amendment shall be made that adversely affects the holders of such preferred securities in any material respect, and no termination of this Indenture shall occur, without the prior consent of the holders of not less than a majority in aggregate liquidation amount of such preferred securities then outstanding unless and until the principal (including consents obtained and premium, if any) of the Securities of such series and all accrued and unpaid interest thereon have been paid in connection with full; and provided further that, in the case a tender offer or exchange for series issued to an Applied Power Trust, so long as any of the Securitiesrelated preferred securities of such Applied Power Trust remain outstanding, no amendment shall be made to the third paragraph of Section 6.06 of this Indenture without the prior consent of the holders of each such preferred security then outstanding unless and until the principal (and premium, if any) affected by of the Securities of such amendmentseries and all accrued and unpaid interest thereon have been paid in full. However, without the consent of each Holder Securityholder affected, an amendment under this Section may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, interest on or change the time for payment of interest on, or extend the Stated Maturity or interest payment periods of on any Security; (3) make change the fixed maturity of any Security payable in money or securities other than that stated in the Security; (4) make reduce the principal of any change non-Discounted Debt Security or reduce the amount of principal of any Discounted Debt Security that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenturewould be due upon an acceleration thereof; (5) impair change the right of any Holder to institute suit for the enforcement of any payment with respect to the Securitiescurrency in which principal or interest on a Security is payable; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that materially adversely affects the rights of right to convert or exchange any Holder under such provisions;Security; or (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 10.02, except to increase the amount of Securities whose Holders must consent to an amendment or the second sentence waiver or to provide that other provisions of this Section 9.02. It shall Indenture cannot be necessary for amended or waived without the consent of each Securityholder affected thereby. An amendment of a provision included solely for the Holders under this Section to approve the particular form benefit of one or more series does not affect Securityholders of any other series. Securityholders need not consent to the exact text of a proposed amendment, but amendment or waiver; it shall be is sufficient if such they consent approves to the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, Securities) affected by such amendmentand past Defaults or compliance with the provisions of this Indenture may be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Holder affected, an amendment or waiver may not: (1a) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2b) reduce the rate of or extend the stated time for payment of interest on any Security; (c) reduce the principal amount of, premium, if any, or interest on, of or extend the Stated Maturity or interest payment periods of any Security; (3d) make any change that adversely affects the conversion rights of any Securities; (e) reduce the Fundamental Change Purchase Price of any Security or amend or modify in any manner adverse to Holders of the Securities the Company’s obligation to purchase Securities upon the occurrence of a Fundamental Change, whether through an amendment to or waiver of a provision in the covenants, definitions or otherwise; (f) make any Security payable in money or securities other than that stated in the SecuritySecurity (it being understood that all references to cash in this Indenture and the Securities are to U.S. legal tender); (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5g) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Holder’s Securities; or (8) h) make any change in Section 6.04 to the amendment provisions which require each Holder’s consent or 6.07 or to the second sentence of this Section 9.02waiver provisions. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.02.

With Consent of Holders. The Issuer (a) Subject to Section 15.1 and except as otherwise provided in this Section 15.2, the Corporation, the Collateral Agent and the Trustee may amend or supplement this Indenture Indenture, the Security Documents or the Securities of any Series without notice to any Holder but Debentures with the written consent approval of the Holders of at least a majority in aggregate principal amount of the Securities of each Series Debentures then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendmentoutstanding. However, without the consent of each Holder affectedapproval thereof by Extraordinary Resolution, an amendment amendment, supplement or waiver may not: (1i) make any alter the manner of calculation or rate of accrual of interest on the Debentures or change to the percentage time of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturepayment; (2ii) change the Stated Maturity of the Debentures; reduce the principal amount ofamount, premium, if any, Redemption Price or interest on, or extend Change of Control Repurchase Price with respect to the Stated Maturity or interest payment periods of any SecurityDebentures; (3) make any Security payable in money or securities other than that stated in the Security; (4iii) make any change that adversely affects such Holder’s right the rights of Holders to require the Issuer Corporation to purchase the Securities in accordance with Debentures at the terms thereof and this Indenture; (5) impair the right option of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, Holders or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination any other covenant that adversely affects the rights of any Holder under such provisionsthe Holders; (7iv) except amend, supplement or waive any Security Document or the provisions in the Indenture dealing with Security Documents or application of trust moneys in any manner, taken as provided under Article VIII hereof a whole, that adversely affects the rights of Holders or otherwise release any Collateral, other than in accordance with the terms Indenture and the Security Documents; (v) change the currency of any Guaranteepayment of principal of, or interest on, the Debentures; (vi) release any Guarantor of the Guarantors from any of its their obligations under its the Guarantee or make this Indenture, except in accordance with this Indenture; (vii) release any change in a Guarantee that would adversely affect the Holder of the Securitiessecurity or any of the Guarantors from any of their obligations under a guarantee provided for in the Indenture, except in accordance with the Indenture; or (8) make any viii) change the provisions in Section 6.04 this Indenture that relate to modifying or 6.07 amending this Indenture. (b) After an amendment, supplement or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders waiver under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 15.2 becomes effective, the Issuer Corporation shall promptly mail to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Corporation to mail such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Holders. The Issuer Company and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the rate of or extend the time for payment of interest on any Security; 72 66 (3) reduce the principal amount of, premium, if any, or interest on, of or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased in accordance with this Indenture; (5) make any Security payable in money or securities other than that stated in the Security; (46) make modify or affect in any change that adversely affects such Holder’s right manner adverse to require the Issuer to purchase the Securities in accordance with Holders the terms thereof and this Indenture; (5) impair conditions of the right obligation of any Holder to institute suit the Company for the enforcement of any due and punctual payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the principal of or interest on Securities; or (8) 7) make any change in Section 6.04 6.4 or 6.07 6.7 or the second sentence of this Section 9.02Section. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article X of any holder of Senior Indebtedness or Guarantor Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness or Guarantor Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend Except as provided below in this Section 9.02, this Indenture or the Securities may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of any Series without notice to any Holder but this Indenture or the Securities may be waived, in each case with the written consent of the Holders of at least a majority in of the principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company may modify and amend this Indenture or exchange for the Securities) affected Securities and waive noncompliance by such amendmentthe Company. However, without Without the written consent or the affirmative vote of each Holder affectedof Securities affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not: (1a) make any change to the percentage of principal amount of the outstanding Securities maturity of any Series, the consent of whose Holders is required for any amendmentSecurity, or the consent payment date of whose Holders is required for any waiver (installment of compliance with certain provisions of this Indenture Interest or certain defaults hereunder and their consequences) provided for in this IndentureLiquidated Damages payable on any Security; (2b) reduce the principal amount of, premium, if any, or interest the Interest or Liquidated Damages payable on, or extend the Stated Maturity Redemption Price or interest payment periods Change of Control Purchase Price of, any Security; (3c) make impair or adversely affect the conversion rights of any Security payable in money or securities other than that stated in the SecurityHolder of Securities; (4d) make change the currency of any change that adversely affects such Holder’s right to require amount owed or owing under the Issuer to purchase the Securities in accordance with the terms thereof and this IndentureSecurity or any Interest or Liquidated Damages thereon from U.S. Dollars; (5e) alter the manner of calculation or otherwise modify the rate of accrual of Liquidated Damages on any Security or extend time for payment of any amounts due and payable to the Holders of the Securities; (f) impair the right of any Holder to institute suit for the enforcement of any payment or with respect to, or conversion of, any Security; (g) modify the Company's obligation to maintain an office or agency in New York pursuant to Section 4.05; (h) adversely affect the purchase right of the Holders of the Securities as provided in Article 3 (including after a Change in Control), except as otherwise permitted pursuant to Article 5 hereof; (i) modify the provisions of Sections 3.01 through 3.06 in a manner adverse to the Holders of the Securities; (6j) in the case modify any of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Section, or reduce the percentage of the aggregate principal amount of outstanding Securities required to amend, modify or supplement the Indenture relating or the Securities or waive an Event of Default, except to subordination provide that adversely affects certain other provisions of this Indenture cannot be modified or waived without the rights consent of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securitieseach outstanding Security affected thereby; or (8) make k) reduce the percentage of the aggregate principal amount of the outstanding Securities the consent of whose Holders is required for any change waiver provided for in Section 6.04 or 6.07 or the second sentence of this Section 9.02Indenture. 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, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure Nothing in this Section 9.02 shall impair the ability of the Company and the Trustee to give such notice amend this Indenture or the Securities without the consent of any Securityholder to all such Holdersprovide for the assumption of the Company's obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or any defect therein, shall not impair or affect the validity of an amendment under this Sectionlease pursuant to Article 5 hereof.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1a) reduce the percentage in Principal Amount at Maturity of Securities whose Holders must consent to an amendment; (b) make any change in the manner or rate of accrual of Original Issue Discount or cash interest, including Contingent Cash Interest, reduce the rate of cash interest, including Contingent Cash Interest, referred to the percentage of principal amount in paragraph 1 of the outstanding Securities of any SeriesSecurities, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount ofrate of interest referred to in Section 10.01 hereof upon the occurrence of a Tax Event or extend the time for payment of Original Issue Discount or cash interest, premiumincluding Contingent Cash Interest, if any, on any Security; (c) reduce the Principal Amount at Maturity, Restated Principal Amount, Issue Price, accrued Original Issue Discount or interest oncash interest, with respect to any Security, or extend the Stated Maturity or interest payment periods of any Security; (3d) reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security; (e) make any Security payable in money or securities other than that stated in the Security; (4f) make any change in Article 10 hereof, or this Section 9.02, except to increase any percentage set forth therein; (g) make any change that adversely affects such Holder’s the right to convert any Security; (h) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture; (5i) change the provisions of this Indenture that relate to modifying or annexing this Indenture; or (j) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company, the Subsidiary Guarantors, the Pledgors and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendmentand any past default or compliance with any provision may also be waived with the consent of Holders of at least a majority in principal amount of Securities then outstanding. However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed in accordance with Article 3; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) changes in the case of any subordinated SecuritiesSecurity Agreements or in Articles 10, 11, 12 or coupons appertaining thereto, make any change in the provisions 13 of this Indenture relating to subordination that adversely affects affect the rights Holders or would terminate the Lien of this Indenture or any Security Agreement on any property subject thereto or deprive the Holder under such provisionsof the security afforded by the Lien of this Indenture or the Security Agreements; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (8) make any change in any Subsidiary Guarantee that would adversely affect the Securityholders; (9) make any change in Section 9.024.17 of this Indenture that adversely affects the rights of any Securityholder or amend the terms of the Securities or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described therein. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment or supplement to this Indenture or the Securities may not: (1) make any change to reduction in the percentage Principal Amount of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) make any change to the rate of accrual in connection with Original Issue Discount, reduce the principal amount of, premiumrate of interest referred to in paragraph 1 of the Securities or extend the time for payment of accrued Original Issue Discount or interest, if any, on any Security; (3) reduce the Principal Amount or interest on, the Issue Price of or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the amount of cash payable in respect of conversion upon the Company's election to pay cash with respect thereto or reduce the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or extend the date on which the Purchase Price or Change in Control Purchase Price of any Security is payable; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Section 6.04 or this Section 9.02, except to increase any percentage referred to therein, or make any change in Section 6.07; (7) make any change that adversely affects such Holder’s the right to convert any Security (including the right to receive cash in lieu of Common Shares); (8) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this IndentureIndenture (including the right to receive cash if the Company has elected to pay cash upon such purchase); (59) make any change to the provisions of this Indenture relating to the purchase of Securities at the option of the Holder pursuant to Section 3.08 or 3.09 which change would result in a violation of applicable U.S. federal or state securities laws (including positions of the SEC under applicable no-action letters) and other applicable securities laws and regulations (including any applicable securities laws outside the United States, whether as a result of the exercise or performance of any rights or obligations under such provisions or otherwise; (10) modify the provisions of this Indenture relating to the ranking of the Securities in a manner adverse to the Holders of the Securities; or (11) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Unless the Securities Resolution otherwise provides, the Company and the Trustee may amend this Indenture or Indenture, the Securities of and any Series without notice to any Holder but coupons with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series all series affected by the amendment voting as one class; provided that, in the case of a series issued to a COASTAL Trust, so long as any of the related preferred securities of such COASTAL Trust remains outstanding, no such amendment shall be made that adversely affects the holders of such preferred securities in any material respect, and no termination of this Indenture shall occur, without the prior consent of the holders of not less than a majority in aggregate liquidation amount of such preferred securities then outstanding unless and until the principal (including consents obtained and premium, if any) of the Securities of such series and all accrued and unpaid interest thereon have been paid in connection with full; and provided further that, in the case a tender offer or exchange for series issued to a COASTAL Trust, so long as any of the Securitiesrelated preferred securities of such COASTAL Trust remain outstanding, no amendment shall be made to the third paragraph of Section 6.06 of this Indenture without the prior written consent of the holders of each such preferred security then outstanding unless and until the principal (and premium, if any) affected by of the Securities of such amendmentseries and all accrued and unpaid interest thereon have been paid in full. However, without the consent of each Holder Securityholder affected, an amendment under this Section may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, interest on or change the time for payment of interest on, or extend on any Security (except an election to defer interest in accordance with the Stated Maturity or interest payment periods applicable Securities Resolutions and Section 2.01(30) hereof); (3) change the fixed maturity of any Security; (34) make reduce the principal of any non-Discounted Debt Security payable in money or securities other than reduce the amount of principal of any Discounted Debt Security that stated in the Securitywould be due upon an acceleration thereof; (45) change the currency in which principal or interest on a Security is payable; (6) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that materially adversely affects the rights of right to convert or exchange any Holder under such provisions;Security; or (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 10.02, except to increase the amount of Securities whose Holders must consent to an amendment or the second sentence waiver or to provide that other provisions of this Section 9.02. It shall Indenture cannot be necessary for amended or waived without the consent of each Securityholder affected thereby. An amendment of a provision included solely for the Holders under this Section to approve the particular form benefit of one or more series does not affect Securityholders of any other series. Securityholders need not consent to the exact text of a proposed amendment, but amendment or waiver; it shall be is sufficient if such they consent approves to the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in aggregate principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend or exchange for supplement this Indenture or the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1) make any change reduce the rate or accrual of original issue discount referred to the percentage of principal amount in paragraph 1 of the outstanding Securities or change the time for payment of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indentureinterest thereon; (2) reduce the principal amount of, premium, if any, at maturity or interest on, the Accreted Value of or extend the Stated Maturity or interest payment periods of any Security; (3) reduce the calculation of the value of the Ordinary Shares to which reference is made in determining whether Contingent Additional Principal or Contingent Cash Interest will be due on the Securities; (4) reduce the Redemption Price, Purchase Price, Change in Control Purchase Price, Contingent Additional Principal, Original Issue Discount or Contingent Cash Interest of any Security or change the time at which the Securities may be redeemed or repurchased; (5) make any Security payments on the Securities payable in money or securities currency other than that as stated in the Security; (46) make any change in the percentage of principal amount of Securities necessary to waive compliance with the provisions of Section 8.4 or this Section 11.2, except to increase any percentage set forth therein; (7) make any change that in the good faith judgment of the Company's Board of Directors and the Trustee adversely affects such Holder’s the right to convert any Security in accordance with the terms thereof and this Indenture; (8) make any change that in the good faith judgment of the Company's Board of Directors and the Trustee adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture; (59) impair the a Xxxxxx's right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of on the Securities; or (8) make 10) waive a continuing default or Event of Default regarding any change in Section 6.04 or 6.07 or payment on the second sentence of this Section 9.02Securities. It shall not be necessary for the consent of the Holders under this Section 11.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 11.2 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. (a) The Issuer Issuers, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment). However, without the consent of each Holder affected, an amendment may not: (1i) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2ii) reduce the rate of or extend the time for payment of interest (including additional interest, if any) on any Security; (iii) reduce the principal amount of, premium, if any, or interest on, of or extend the Stated Maturity or interest payment periods of any Security; (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3; (v) make any Security payable in money or securities other than that stated in the Security; (4vi) make any change to Article 10 or Article 12 that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenturerights of any Holder under Article 10 or Article 12; (5vii) impair the right of any Holder to receive payment of principal of, and interest (including additional interest, if any) on, such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Xxxxxx's Securities; (6viii) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (ix) modify the Subsidiary Guarantees in any manner adverse to the Holders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change to Article 10 or Article 12 that adversely affects the rights of any holder of Senior Indebtedness of either of the Issuers or a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Issuer Issuers shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.02.

With Consent of Holders. The Issuer Company, the Guarantors ----------------------- and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may or shall be redeemed or repurchased in accordance with this Indenture; (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder to receive payment of principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect to the Holder of amendment provisions which require each Holder's consent or to the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02waiver provisions. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article X or Article XII of any holder of Senior Indebtedness or Guarantor Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness or Guarantor Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may, amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1) make any change to reduce the percentage in Principal Amount at maturity of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) make any change in the manner or rate of accrual of Original Issue Discount or cash interest, reduce the principal amount of, premium, if anyrate of cash interest referred to in paragraph 1 of the Securities, or extend the time for payment of Original Issue Discount or cash interest onon any Security; (3) reduce the Principal Amount at Maturity, Restated Principal Amount or accrued Original Issue Discount or cash interest, with respect to any Security, or extend the Stated Maturity or interest payment periods of any Security; (34) change the stated maturity of any Security; (5) reduce the Redemption Price, Purchase Price or Change of Control Purchase Price of any Security; (6) make any Security payable in money or securities other than that stated in the Security; (47) make any change in Article 10 of this Indenture, or this Section 9.02, except to increase any percentage set forth therein; (8) make any change that adversely affects the right to exchange any Security; (9) make any change that adversely affects such Holder’s the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture; (510) make any change that adversely affects the rights of a holder to exchange any Security; (11) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or exchange of, the Securities; (612) change the provisions in the case of any subordinated Securities, Indenture that relate to modifying or coupons appertaining thereto, make any change in amending the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisionsIndenture; (713) except as provided release Holdings from any of its obligations under Article VIII hereof or the Exchange Agreement other than in accordance with the terms of any Guarantee, this Indenture; and (14) release any Guarantor Guarantors from any of its their obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 this Indenture or the second sentence of this Section 9.02Exchange Agreement, except as otherwise provided herein or therein. 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, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer provisions of this Indenture (including the Senior Notes and any Guarantee) and the Trustee Security Documents may amend this Indenture be modified or the Securities of any Series without notice to any Holder but amended with the written consent of the Holders of at least not less than a majority in of the principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer Senior Notes, provided that no such modification or exchange for the Securities) affected by such amendment. Howeveramendment may, without the consent of each Holder affected, an amendment may not: (1) make any change to the percentage Holders of not less than 66% of the aggregate principal amount of the outstanding Securities Senior Notes then outstanding, (i) prior to the date on which a Change of any SeriesControl Offer is required to be made, reduce the Change of Control Purchase Price or alter the provisions of Section 4.15, or (ii) prior to the date upon which an Excess Cash Offer is required to be made, reduce the Excess Cash Offer Price or alter the provisions of Section 4.16 in a manner adverse to the Holders; provided further that no such modification or amendment may, without the consent of whose the Holders is required for of all of the Senior Notes then outstanding, directly or indirectly, (i) change the Stated Maturity Date or the date any amendmentinstallment of principal of, or the consent any installment of whose Holders interest on, any Senior Note is required for any waiver (of compliance with certain provisions of this Indenture due, or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if anythereof or the rate of interest thereon or any premium payable upon the redemption thereof, or interest onchange the place of payment where, or extend the Stated Maturity coin or currency in which, any Senior Note or any premium or the interest payment periods of any Security; (3) make any Security thereon is payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any such payment with respect to on or after the Securities; stated maturity date thereof (6) or, in the case of redemption, on or after the Redemption Date), or, (x) after the date upon which a Change of Control Offer is required to be made, reduce the Change of Control Purchase Price or alter the provisions of Section 4.15 or (y) after the date upon which an Excess Cash Offer is required to be made, reduce the Excess Cash Offer Price or alter the provisions of Section 4.16 in a manner adverse to the Holders, (ii) reduce the percentage of the outstanding Senior Notes whose consent is required for any subordinated Securitiessuch amendment, supplemental indenture, or coupons appertaining theretowaiver provided for in this Indenture, make (iii) modify the provisions of Section 6.04, except to increase any change in the required percentage or to provide that certain other provisions of this Indenture relating cannot be modified or waived without the consent of all Holders of the Notes, (iv) adversely affect the ranking of the Senior Notes or the Guarantees; or (v) release any Collateral from the Liens created pursuant to subordination that adversely affects the rights Security Documents or release any of the Guarantees, in any Holder under such provisions; (7) except as provided under Article VIII hereof or case otherwise than in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionIndenture.

With Consent of Holders. The Issuer Company and the Trustee may amend or supplement this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, Securities) affected by such amendment). However, without the consent of each Holder Securityholder affected, an amendment may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, stated rate of or extend the Stated Maturity or stated time for payment of interest payment periods of on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may be redeemed or repurchased as described under Article V; (5) reduce the premium payable upon the repurchase of any Security in connection with a Change of Control Offer or amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Disposition Offer that has been made; (6) make any Security payable in money or securities currency other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (57) impair the right of any Holder to receive payment of, premium, if any, principal of and interest on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Holder's Securities; or (8) make any change in Section 6.04 the amendment provisions which require each Holder's consent or 6.07 or in the second sentence of this Section 9.02waiver provisions. It shall not be necessary for the consent of the Holders under this Section 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 or waiver under this Indenture by any Holder of the Securities given in connection with a tender of such Holder's Securities will not be rendered invalid by such tender. After an amendment under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company, the Guarantors and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities of each Series then outstanding affected (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendmentand any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities affected. However, without the consent of each Holder affectedof an Outstanding Security affected thereby, an amendment or waiver may not: (1) make any change to the percentage of principal amount Maturity Date of the outstanding Securities principal of or any Seriesinstallment of premium of or interest on any Security; (2) change any obligation of the Company to pay Additional Amounts contemplated by Section 12.01, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) except as provided for in this Indenture; (23) reduce the principal amount of, premiumthereof or the rate of interest, if any, or interest on, or extend the Stated Maturity or interest payment periods of on any Security; (3) make any Security payable in money or securities other than that stated in the Security; (4) make change any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indentureplace of payment for any Security; (5) impair change the currency of payment of principal on (or premium, if any) or interest, if any on any Security; (6) amend the contractual right of any Holder to institute suit for the enforcement of any payment with due in respect to the Securities; (6) in the case of any subordinated Securities, Security on or coupons appertaining thereto, make any change in after the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisionsMaturity Date; (7) reduce the percentage in aggregate principal amount of the Outstanding Securities 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 and their consequences provided for in this Indenture; (8) waive any default in the payment of principal of, or premium or interest on, any Security due under this Indenture; or (9) release any Guarantor from its obligations under the Securities Guarantee or this Indenture, except as provided under Article VIII hereof or in accordance with the terms of this Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any Guaranteeindenture supplemental hereto. If a record date is fixed, release any Guarantor from any of its obligations under its Guarantee the Holders on such record date or make any change in a Guarantee their duly designated agents, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that would adversely affect the Holder unless such consent shall have become effective by virtue of the Securities; or (8) make requisite percentage having been obtained prior to the date which is 90 days after such record date, any change in Section 6.04 or 6.07 or the second sentence such consent previously given shall automatically and without further action by any Holder be cancelled and of this Section 9.02no further effect. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer thereof shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Sectionbe approved.

With Consent of Holders. (a) The Issuer and the Trustee may amend or supplement this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) Outstanding and affected by such amendmentamendment or supplement (voting together as a single class). However, subject to Section 10.01, without the written consent of each Holder affected, an amendment amendment, supplement or waiver may not: (1i) make change the stated maturity of the principal of, or any change to the percentage installment of principal amount of the outstanding Securities of any Seriesof, or interest on, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this IndentureSecurities; (2ii) reduce the principal amount of, the rate of interest or the premium payable upon the redemption of the Securities; (iii) change the timing for, or reduce any amount (including accrued interest and premium, if any) payable upon, the repurchase or interest on, or extend redemption of the Stated Maturity or interest payment periods of any SecuritySecurities; (3iv) make change the currency of any Security payable in money or securities other than that stated in payment of the SecuritySecurities; (4v) make any change that adversely affects such Holderthe place of payment on the Securities; (vi) impair a holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit xxx for the enforcement of any payment on or with respect to the Securities or the delivery of the exchange value as required by this Indenture upon an exchange of Securities; (6vii) in reduce the case percentage of principal amount of Securities then Outstanding necessary to modify or amend this Indenture, to waive compliance with certain provisions thereof or certain defaults and consequences thereunder; (viii) modify any subordinated Securities, of the foregoing provisions or coupons appertaining thereto, make any change in of the provisions of this Indenture relating to subordination the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect the action or to provide that adversely affects certain other provisions may not be modified or waived without the consent of the Holders; (ix) modify the provisions with respect to the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or the Holders upon a Change in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change Control in a Guarantee that would adversely affect manner adverse to the Holder of Holders, including the SecuritiesIssuer’s obligation to repurchase the Securities following a Change in Control; or (8) make any change x) adversely affect the rights of Holders to receive payment of shares of Common Stock or cash contained in Section 6.04 Articles 3 and 4. (b) After an amendment, supplement or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders waiver under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 10.02 becomes effective, the Issuer shall mail promptly send to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment any such amendment, supplement or waiver. (c) For purposes of this Indenture, Securities will be deemed Outstanding if they have been authenticated and delivered under this SectionIndenture unless, among other things, the Securities have matured or been cancelled, exchanged, redeemed or repurchased.

With Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with With the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, the Company and the Trustee may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment or supplement to this Indenture or the Securities may not: (1) make any change to that would reduce the percentage Principal Amount of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) make any change to the rate of accrual in connection with Original Issue Discount, reduce the principal amount ofrate of interest referred to in paragraph 1 of the Securities, premiumreduce the rate of interest referred to in Section 12.01 upon the occurrence of a Tax Event or extend the time for payment of accrued Original Issue Discount or interest, if any, on any Security; (3) reduce the Principal Amount or interest on, the Issue Price of or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the amount of cash payable in respect of conversion upon the Company's election to pay cash with respect thereto, the Redemption Price, Purchase Price or Change in Control Purchase Price of any Security or extend the date on which the Purchase Price or Change in Control Purchase Price of any Security is payable; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Section 6.04 or this Section 9.02, except to increase any percentage referred to therein, or make any change in Section 6.07; (7) make any change that adversely affects such Holder’s the right to convert any Security (including the right to receive cash in lieu of shares of Common Stock); (8) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this IndentureIndenture (including the right to receive cash if the Company has elected to pay cash upon such purchase); (59) make any change to the provisions of this Indenture relating to the purchase of Securities at the option of the Holder pursuant to Section 3.08 or 3.09 which change would result in a violation of applicable federal or state securities laws (including positions of the SEC under applicable no-action letters), whether as a result of the exercise or performance of any rights or obligations under such provisions or otherwise; (10) modify the provisions of this Indenture relating to the subordination of the Securities in a manner adverse to the Holders of the Securities; or (11) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 or Section 9.01 may not make any change that adversely affects the rights under Article X of any holder of Senior Indebtedness then outstanding (or for which a commitment is outstanding) unless the requisite holders of such Senior Indebtedness consent to such change pursuant to the terms of such Senior Indebtedness. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer (a) Except as specified in Section 9.1, the Transaction Parties when authorized by Board Resolutions of the Transaction Parties, and the Trustee Trustee, together, may amend this Indenture or the Securities of any Series without notice to any Holder but Bonds with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange Outstanding Bonds for the Securities) affected by such amendment. Howeverpurpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or modifying in any manner the rights of the Holders under this Indenture, provided, however, that, without the consent of each Holder affected, an amendment may not: (1i) make reduce the rate of or extend the time for payment of interest on any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this IndentureBond; (2ii) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods of any SecurityBond; (3iii) make reduce the amount payable upon the redemption of any Security payable in money Bond or securities other than that stated in change the Securitytime at which any Bond may be redeemed; (4iv) make change the currency for payment of principal of or interest on any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this IndentureBond; (5v) impair the right of any Holder to institute a suit for the enforcement of any right to payment on or with respect to the Securitiesany Bond; (6vi) waive a Default or Event of Default in payment of principal of and interest on the case Bonds; (vii) reduce the principal amount of Bonds whose Holders must consent to any subordinated Securitiesamendment, supplement or coupons appertaining thereto, waiver; or (viii) make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence first paragraph of this Section 9.02. 9.2. (b) Upon the written request of each Transaction Party, accompanied by Board Resolutions 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 documents described in Section 9.5 hereof, the Trustee shall join with the Transaction Parties in the execution of such supplemental indenture but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise. (c) The Company shall mail to Holders prior written notice of any amendment or waiver proposed to be adopted under this Section 9.2. (d) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. (a) The Issuer Company and the Trustee may amend or supplement this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Securities of each Series then outstanding (including consents obtained or by the adoption of a resolution at a meeting of Holders by at least a majority in connection with a tender offer or exchange for aggregate Principal Amount at Maturity of the Securities) affected by such amendmentSecurities represented at the meeting. However, notwithstanding the foregoing but subject to Section 11.04, without the written consent of each Holder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 8.04, may not: (1) make alter the manner of calculation or rate of accrual of Original Issue Discount or cash interest on any Security or change to the percentage time of principal amount of the outstanding Securities payment of any Series, the consent installment of whose Holders is required for any amendmentcash interest on, or the consent of whose Holders is required for any waiver (of compliance Liquidated Damages with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturerespect to, any Security; (2) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods of any Security; (3) make any Security of the Securities payable in money or securities other than that stated in the Securities; (3) change the stated maturity of any Security; (4) reduce the Principal Amount at Maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Put Right Purchase Price or Change in Control Purchase Price with respect to any of the Securities, or any Liquidated Damages, or the amount payable upon redemption or purchase pursuant to Article 3, with respect to any Security; (5) make any change that adversely affects such Holder’s right the rights of a Holder to require convert any of the Issuer to purchase the Securities in accordance with the terms thereof and this IndentureSecurities; (56) modify the Company's obligation to purchase Securities at the option of Holders or the Company's right to redeem Securities, in a manner adverse to the Holders; (7) except as otherwise permitted pursuant to Article 7, consent to the assignment or transfer by the Company of any of its rights and obligations under this Indenture or the Securities; (8) except as otherwise permitted or contemplated by provisions of this Indenture concerning corporate reorganizations, making any change to the purchase option of Holders upon a Change in Control (including changing, modifying or amending any definitions with respect thereto); (9) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to any Security or with respect to the Securitiesconversion of any Security; (610) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in modify the provisions of this Indenture or the Pledge Agreement relating to subordination the pledge of securities as contemplated under Article 12 in a manner that adversely affects the rights interests of the Holders in any Holder under such provisionsmaterial respect; (711) except as provided under Article VIII hereof or in accordance with modify the terms subordination provisions of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change the Securities in a Guarantee that would adversely affect manner adverse to the Holder of the SecuritiesHolders in any material respect; or (8) make 12) reduce the percentage in aggregate Principal Amount at Maturity of Securities outstanding necessary to modify or amend this Indenture or to waive any change past default. (b) The Holders of a majority in Section 6.04 or 6.07 or Principal Amount at Maturity of the second sentence Securities then outstanding may, on behalf of all the Holders of all Securities, waive compliance by the Company with the restrictive provisions of this Section 9.02. It shall Indenture, and waive any past default under this Indenture and its consequences, except a default in the payment of the Principal Amount at Maturity, accrued and unpaid cash interest, accrued and unpaid Liquidated Damages, accrued Original Issue Discount, Redemption Price, Put Right Purchase Price or Change of Control Purchase Price or in respect of any provision which under this Indenture cannot be necessary for modified or amended without the consent of the Holders Holder of each outstanding security affected. (c) After an amendment, supplement or waiver under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 11.02 becomes effective, the Issuer Company shall promptly mail to all the Holders affected Holders thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Sectionany such amendment, supplement or waiver.

With Consent of Holders. (a) The Issuer Company and the Trustee may amend or supplement this Indenture or and the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities) affected by such amendment). However, without the written consent of each Holder affected, an amendment amendment, supplement or waiver may not: (1) make alter the manner of calculation or rate of accrual of interest, including Contingent Interest, if any, on any Security or change to the percentage time of principal amount of the outstanding Securities payment of any Series, the consent installment of whose Holders is required for any amendmentinterest on, or the consent of whose Holders is required for any waiver (of compliance Additional Interest with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturerespect to, any Security; (2) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods of any Security; (3) make any Security of the Securities payable in money or securities other than that stated in the Securities or this Indenture; Houston 3170417v.7 (3) change the stated maturity of any Security; (4) reduce the principal amount, redemption price, Put Right Purchase Price or Fundamental Change Purchase Price payable with respect to any of the Securities; (5) make any change that adversely affects such Holder’s right the rights of a Holder to convert any of the Securities in any material respect; (6) make any change that adversely affects the rights of Holders to require the Issuer Company to purchase Securities at the Securities option of Holders in accordance with the terms thereof and this Indentureany material respect; (57) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to any Security or with respect to the conversion of any Security; or (8) change the provisions in this Indenture that relate to modifying or amending this Indenture or waiving any past Default. (b) Without limiting the provisions of Section 10.02(a) hereof, the Holders of a majority in aggregate principal amount of the Securities then outstanding may, on behalf of all the Holders of all Securities, (i) waive compliance by the Company with the restrictive provisions of this Indenture, and (ii) waive any past Default of Event of Default under this Indenture and its consequences, except an uncured failure to pay when due the principal amount, accrued and unpaid interest, Put Right Purchase Price or Fundamental Change Purchase Price, if any and as applicable, or to deliver consideration upon conversion as required, with respect to the Securities; (6) , or in the case respect of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of provision which under this Indenture relating to subordination that adversely affects cannot be modified or amended without the rights consent of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; oreach outstanding Security affected. (8) make c) Upon the written request of the Company, accompanied by a copy of Board Resolutions authorizing the execution of any change such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in Section 6.04 or 6.07 or the second sentence execution of this Section 9.02such supplemental indenture. It shall not be necessary for the consent any Act of the Holders under this Section 10.02 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment under this Section becomes effective, the Issuer shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company and the Trustee may amend or supplement this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities, and the Holders of a majority in aggregate principal amount of the Securities may waive compliance by the Company with any provision of each Series then outstanding (including consents obtained in connection with a tender offer this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment amendment, supplement or waiver under this Section may not: (1) make any change to the percentage of principal amount stated maturity date of the outstanding Securities principal of any Series, Security or adversely affect the consent right of whose Holders is required for a Holder to convert any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this IndentureSecurity; (2) reduce the principal amount amount, Redemption Price, Purchase Price or Change of Control Purchase Price of, premium, if any, or alter the manner or rate of accrual of interest on, (or extend the Stated Maturity or interest time for payment periods of interest) on, any Security; (3) make change the currency for payment in respect of any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to any Security; (5) reduce the Securitiesprincipal amount of Securities whose Holders must consent to an amendment or supplement of this Indenture or the waiver of defaults or compliance hereunder; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the subordination provisions of this Indenture relating to subordination that adversely affects Article 12 or make any other change in the rights ranking or priority of any Holder under such provisions;Security in a manner materially adverse to the Holders; or (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 7.04, 7.07 or 6.07 or the this 10.02 (second sentence of this Section 9.02sentence). 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. The Company may establish, by delivery of an Officers’ Certificate to the Trustee, a record date for determining Securityholders of record entitled to give any consent or waiver. After an amendment or supplement under this Section becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing the amendment or supplement. Any failure of the Company to mail any such amendment. The failure to give such notice to all such Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an any supplemental indenture. Any amendment or supplement under Section 10.01 or this SectionSection 10.02 may not adversely affect the rights of any holders of Senior Indebtedness of the Company under Article 12 unless such holders shall have consented to such amendment or supplement pursuant to the terms of such Senior Indebtedness.

With Consent of Holders. The Issuer Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, Securities) affected by such amendmentand past Defaults or compliance with the provisions of this Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Holder affectedaffected (in addition to the majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), an amendment or waiver may not: (1a) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the must consent of whose Holders is required for any waiver (of compliance with certain provisions to an amendment of this Indenture or certain defaults hereunder and their consequences) provided for in this Indentureto waive any past Defaults; (2b) reduce the rate of or extend the stated time for payment of interest (including any Additional Interest) on any Security; (c) reduce the principal amount of, premium, if any, or interest on, of or extend the Stated Maturity or interest payment periods of any Security; (3d) make any change that impairs or adversely affects the conversion rights of any Securities; (e) reduce the Redemption Price, the Purchase Price or the Fundamental Change Purchase Price payable upon the redemption or repurchase of any Security or amend or modify in any manner adverse to holders of the Securities the Company's obligation to make such payments, whether through an amendment to or waiver of a provision in the covenants, definitions or otherwise; (f) make any Security payable in money or securities other than that stated in the SecuritySecurity (it being understood that all references to cash in this Indenture and the Securities are to U.S. legal tender); (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (5g) impair the right of any Holder to receive payment of principal of and interest (including any Additional Interest) on such Holder's Securities 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 Securities; (h) make any change to the amendment provisions which require each Holder's consent or to the waiver provisions; or (i) terminate any Subsidiary Guarantees with respect to the Securities; Securities (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of unless expressly permitted under this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Indenture). It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder's Securities will not be rendered invalid by such tender or exchange. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.02.

With Consent of Holders. The Issuer Company, the Subsidiary Guarantors, the Trustee and the Collateral Trustee may amend this Indenture Indenture, the Securities or the Securities of any Series without notice to any Holder but other Note Documents with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment), and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding, in each case in addition to any required consent of holders of other Parity Lien Obligations required with respect to any amendment or waiver under any Note Document. However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce the principal amount of, premiumrate of or extend the time for payment of interest or Additional Interest, if any, or interest on, or extend the Stated Maturity or interest payment periods of on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the amount payable upon the redemption of the Securities or change the time at which any Security may be redeemed as described in Article 3 hereto and paragraph 5 of the Securities; (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder to receive payment of principal of and interest and Additional Interest, if any, on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof make any changes in the ranking or in accordance with the terms priority of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee Security that would adversely affect the Holder of the Securities; orSecurityholders; (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; or (9) make any change in, or release other than in accordance with the provisions of this Indenture, any Subsidiary Guarantee that would adversely affect the Securityholders. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. In addition, any amendment to, or waiver of, the provisions of the Note Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Securities or subordinating Liens securing the Securities (except as permitted by the terms of the Note Documents) will require the consent of the Holders of at least 66-2/3% in principal amount of the Securities then outstanding. After an amendment under this Section becomes effective, the Issuer Company shall mail send to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, Securities) affected by such amendmentand compliance with the provisions of this Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Holder Securityholder affected, an amendment or waiver may not: (1a) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2b) reduce the rate of or extend the stated time for payment of interest, including Additional Interest, on any Security; (c) reduce the principal amount of, premium, if any, or interest on, of or extend the Stated Maturity or interest payment periods of any Security; (3d) make any change that adversely affects the conversion rights of any Securities; (e) reduce the Redemption Price, the Fundamental Change Purchase Price, the Purchase Price payable upon the redemption or repurchase or conversion of any Security or amend or modify in any manner adverse to holders of the Securities the Company’s obligation to make such payments, whether through an amendment to or waiver of a provision in the covenants, definitions or otherwise; (f) make any Security payable in money or securities other than that stated in the Security; Security (4) make any change it being understood that adversely affects such Holder’s right all references to require the Issuer to purchase cash in this Indenture and the Securities are to U.S. legal tender) or, other than in accordance with the terms thereof and provisions of this IndentureIndenture in effect on the Issue Date, eliminate any existing Subsidiary Guarantee of the Securities; (5g) impair the right of any Holder to receive payment of principal of and interest (including any Additional Interest) on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Holder’s Securities; or (8) h) make any change in Section 6.04 to the amendment provisions which require each Holder’s consent or 6.07 or to the second sentence of this Section 9.02waiver provisions. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.02.

With Consent of Holders. The Issuer Company, the REIT, the Guarantors, the Trustee and the Trustee Collateral Agent (in the case of any Security Document), if applicable, may amend this Indenture Indenture, the Securities or the Securities of any Series without notice to any Holder but other Note Documents with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for offer for, the Securities) affected by such amendment), and any past default or compliance with any provisions of this Indenture, the Securities or the other Note Documents may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the consent of each Holder affectedSecurityholder affected thereby, an amendment or waiver may not: (1) make any change to reduce the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, must consent to an amendment or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturewaiver; (2) reduce the principal amount of, premium, if any, or interest on, rate of or extend the Stated Maturity or time for payment of interest payment periods of on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) reduce the amount payable upon the redemption of the Securities or change the time at which any Security is required to be redeemed pursuant to Section 4.04 or may be redeemed as described in Article 3 hereto; (5) make any Security payable in money or securities other than that stated in the Security; (4) make any change that adversely affects such Holder’s right to require the Issuer to purchase the Securities in accordance with the terms thereof and this Indenture; (56) impair the right of any Holder to receive payment of principal of and interest and relevant or applicable premium, Acceleration Premium or redemption price on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder’s Securities; (67) expressly subordinate the Securities or any Note Guarantee in right of payment or otherwise modify the case ranking in right of payment thereof to any subordinated Securitiesother Indebtedness of the Company, the REIT or coupons appertaining thereto, the Guarantors; (8) make any change in the provisions of the Collateral Agency and Intercreditor Agreement or this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance dealing with the terms application of any Guarantee, release any Guarantor from any proceeds of its obligations under its Guarantee or make any change in a Guarantee the Collateral that would adversely affect the Holder of the Securities; orSecurityholders; (8) 9) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02Section; (10) make any change in, or release other than in accordance with the provisions of this Indenture, any Note Guarantee that would adversely affect the Securityholders; or (11) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the then outstanding Securities and a waiver of the payment default that resulted from such acceleration). It shall not be necessary for the consent of the Holders under this Section 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 or waiver under this Indenture by any Holder of Securities given in connection with a tender of such Holder’s Securities shall not be rendered invalid by such tender. In addition, any amendment to, or waiver of, the provisions of the Note Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Securities or subordinating Liens securing the Securities (except as permitted by the terms of the Note Documents) will require the consent of the Holders of at least 66-2/3% in principal amount of the Securities then outstanding. Upon the written request of the Company and the REIT accompanied by a resolution of the Board of Directors of the Company and a resolution of the Board of Directors of the REIT authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver permitted under the terms of this Section, and upon receipt by the Trustee (and the Collateral Agent to the extent applicable) of the documents described in Section 9.06, the Trustee (and the Collateral Agent to the extent applicable) shall join with the Company and the REIT in the execution of such supplemental indenture or supplement or amendment to the Note Documents. After an amendment under this Section becomes effective, the Issuer Company shall mail send to all affected Holders Securityholders a notice briefly describing such amendment. The failure to give such notice to all such HoldersSecurityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer With the written consent of ---------------------------------------- the Holders of at least a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding, the Company and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment to this Indenture or the Securities may not: (1) make any change to the percentage of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture that relate to modifying or certain defaults hereunder and their consequences) provided for in amending this Indenture; (2) reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods of any Security; (3) make any Security payable in money or securities other than that stated in the Security or as set forth in Article 11 hereof; (3) make any change in the manner of calculation or rate of accrual in connection with Original Issue Discount, make any change in the manner of calculation of, or that adversely affects the right to receive, contingent interest, reduce the rate of interest referred to in paragraph 1 of the Securities, reduce the rate of interest referred to in Section 10.01 upon the occurrence of a Tax Event, or extend the time for payment of Original Issue Discount, contingent interest or interest, if any, on any Security; (4) reduce the Principal Amount at Maturity, Restated Principal Amount or the Issue Price of or change the Stated Maturity of any Security; (5) reduce the Redemption Price, Purchase Price, Change in Control Purchase Price or any amounts due with respect to any Security; (6) reduce the amount of principal payable upon acceleration of maturity of the Security, following a default; (7) change the place or currency of payment on any Security; (8) reduce the percentage of holders of Securities whose consent is needed to modify or amend the indenture; (9) make any change in Section 6.04, Section 6.07 or this Section 9.02, except to increase any percentage set forth therein; (10) make any change that adversely affects such Holder’s the right to convert any Security; (11) make any change that adversely affects the right to require the Issuer Company to purchase the Securities in accordance with the terms thereof and this Indenture;; or (512) impair the right of any Holder to institute suit for the enforcement of any payment with respect to to, or conversion of, the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

With Consent of Holders. The Issuer Company and the Trustee may amend this Indenture or the Securities of any Series without notice to any Holder but Trustee, with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer at the time outstanding, may amend this Indenture or exchange for the Securities) affected by such amendment. However, without the consent of each Holder Securityholder affected, an amendment or supplement to this Indenture or the Securities may not: (1) make any change to the percentage Principal Amount of principal amount of the outstanding Securities of any Series, the consent of whose Holders is required for any must consent to an amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (2) reduce make any change to the principal amount of, premiummanner or rate of accrual in connection with Original Issue Discount or interest, if any, reduce the rate of interest referred to in paragraph 1 of the Securities or interest onextend the time for payment of Original Issue Discount or interest, if any, on any Security; (3) reduce the Principal Amount or the Issue Price of or extend the Stated Maturity or interest payment periods of any Security; (34) reduce the Redemption Price, Purchase Price or Fundamental Change Redemption Price of any Security; (5) make any Security payable in money or securities other than that stated in the Security; (46) make any change in Article 10 that adversely affects the rights of any Securityholder; (7) make any change in Section 6.04, Section 6.07 or this Section 9.02, except to increase any such percentage; (8) make any change that adversely affects the right to convert any Security; or (9) make any change that adversely affects such Holder’s the right to require the Issuer Company to purchase the Securities, or the right to require the Company to redeem the Securities upon a Fundamental Change, in accordance with the terms thereof and this Indenture; (5) impair the right of any Holder to institute suit for the enforcement of any payment with respect to the Securities; (6) in the case of any subordinated Securities, or coupons appertaining thereto, make any change in the provisions of this Indenture relating to subordination that adversely affects the rights of any Holder under such provisions; (7) except as provided under Article VIII hereof or in accordance with the terms of any Guarantee, release any Guarantor from any of its obligations under its Guarantee or make any change in a Guarantee that would adversely affect the Holder of the Securities; or (8) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 or Section 9.01 may not make any change that adversely affects the rights under Article 10 of any holder of Specified Senior Indebtedness then outstanding unless the requisite holders of such Specified Senior Indebtedness consent to such change pursuant to the terms of such Specified Senior Indebtedness. After an amendment under this Section 9.02 becomes effective, the Issuer Company shall mail to all affected Holders each Holder a notice briefly describing such the amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.