Common use of With Consent of Noteholders Clause in Contracts

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. Subject to Section 8.7 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender offer or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 8.4 and any existing Default or compliance with any provision of this Indenture8.7 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes). (bSecurities) Notwithstanding subsection (a) waive any existing Default as provided in Section 8.4 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesSecurity; (4c) waive a Default or Event of Default in reduce the payment of principal of or premium, if any, or interest on change the fixed maturity of any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)Security; (5d) make any such Note Security payable in currency money other than that stated in such Notethe Security; (6e) make any change to the provisions of in Section 8.4, 8.7 or 11.2 hereof (this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notessentence); (7f) after waive a default in the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation payment of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Designated Event that has occurredPayment or the principal of, includingor interest on, without limitation, any Security (other than as provided in each case, by amending, changing or modifying any of the definitions relating theretoSection 8.4); (8) release Parent, Crown or g) waive a redemption payment payable on any other Guarantor Security; (h) make any change that is a Significant Subsidiary from any adversely affects the right of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with Noteholders to convert Securities into Common Stock of the terms of this IndentureCompany; or (9i) modify make any change in Articles V or change any provision of this Indenture affecting VI hereof that adversely affects the ranking interests of the Notes or Note Guarantees in Noteholders. To secure a manner adverse to consent of the Holders of Notes. (c) It Noteholders under this Section 11.2, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, amendment supplement or waiver, 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 VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (dor any group or representative thereof authorized to give a consent) consent to such change. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. (a) Except The Company, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to the extent provided in Section 8.01 and subsection (b) of amend this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended with the written consent of the Holders of at least a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or may waive compliance by the Company with any provision of this Indenture, Indenture or the Notes or without prior notice to any other Noteholder. Notwithstanding the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02preceding paragraph, without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest interest, including default interest, on any such NotesNote; (3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such the Note; (5) make any change in this Section 8.02; (6) make any change to in this Indenture that adversely affects the ranking of the Notes or any Note Guarantee; (7) make any change in provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments payment of principal of or and interest and Additional Amounts, if any, on the NotesNotes or permitting Holders of a majority in principal amount of Notes to waive Defaults; (7) 8) after the Issuer’s obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer or a Net Proceeds Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;make and complete such Net Proceeds Offer; or (8) 9) release ParentMosaic, Crown Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC or any other Guarantor that is a Significant Subsidiary of the Company, Mosaic, Mosaic Fertilizer, LLC or Mosaic Crop Nutrition, LLC from any of its obligations under its Note Guarantee or this Indenture otherwise other than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse pursuant to the Holders provisions of Notes. (c) Section 10.05. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.Section

With Consent of Noteholders. (a) Except Solely with respect to the extent Notes, Section 10.2 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “Except as provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture9.02, the Indenture and the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes voting as a single class then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each affected Holder of Notes issued under this Indenturean outstanding Note, an amendment no amendment, supplement or waiver may not (with respect to any Note held by a non-consenting Holder):may, among other things: (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount stated rate of interest or change extend the Maturity Date stated time for payment of interest on any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote; (3) reduce the rate principal of or change extend the time for payment Stated Maturity of interest on any such NotesNote; (4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on any such the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) make reduce the premium payable upon the redemption or repurchase of any such Note payable or change the time at which any Note may be redeemed or repurchased as described under Sections 3.01, 4.07 or 4.08 hereof whether through an amendment or waiver of provisions in currency other than that stated in such Notethe covenants, definitions or otherwise (except amendments to the definition of “Change of Control”); (6) make any change to Note payable in money other than that stated in the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesNote; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the Issuer’s obligation due dates therefor or to purchase Notes arises hereunder, amend, change institute suit for the enforcement of any payment on or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturesuch Holder’s Notes; or (9) modify 8) make any change in the amendment or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) waiver provisions which require each affected Holder’s consent. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 the Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof. (d) of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such Xxxxxx’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 the Indenture becomes effective, the Issuer Company shall send be required to give to the Holders affected thereby a notice briefly describing such amendment, supplement or waiver. Notwithstanding the foregoing, the failure to give such notice to all the Holders, or any defect in the notice shall not impair or affect the validity of the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared Any Notes held by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure Company or an Affiliate of the Issuer Company shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the holders of the requisite aggregate principal amount of the outstanding Notes have consented to send such noticeor voted for a modification, amendment or any defect therein, shall not, however, in any way impair or affect waiver of the validity terms of any such amendment, supplement or waiverthe Indenture.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverwaiver or make any change to this Section 8.02(b); (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 or 4.12 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or and interest and Additional Amounts, if any, on the NotesNotes or otherwise impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees; (7) after the Issuer’s Issuers’ obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer Issuers to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurredoccurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Issuers shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Issuers to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this IndentureThe Company, the Notes Subsidiary Guarantors and the Trustee may amend this Indenture or the Note Guarantees may be amended Notes with the written consent or affirmative vote of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for for, the Notes), and without prior notice to any existing Default or compliance with any provision of this Indentureother Noteholder. However, without the Notes written consent or the Note Guarantees may be waived with the consent affirmative vote of the Holders Holder of at least a majority in principal amount of the then each outstanding Notes voting as a single class Note affected by such amendment (including, without limitation, consents obtained in connection with a or purchase of, or tender offer or exchange offer for for, the Notes)., an amendment may not: (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, Note or alter the provisions with respect to the redemption date of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersinterest payment due upon any Note; (3b) reduce the rate of or change the time for payment of interest on any such Note; (c) reduce the principal amount of, or any Additional Amounts, if any, on any Note; (d) reduce the amount payable in relation to the repurchase of any Notes; (4e) waive change the Company’s obligation to repurchase any Notes upon a Default Fundamental Change in a manner adverse to the Holders; (f) except as otherwise permitted pursuant to this Indenture, affect the right of a Holder to convert any Notes and receive the Conversion Settlement Consideration in satisfaction of the Conversion Obligation or Event reduce the Conversion Rate; (g) release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee, except in accordance with this Indenture; (h) directly or indirectly release the Collateral except as permitted by the terms of this Indenture; (i) impair the right of a Holder to receive payment with respect to the Notes or to institute suit for payment of any Notes; (j) change the currency in which any Note is payable; (k) change the Company’s obligation to maintain an office or agency in New York City under ‎Section 4.02 hereof; (l) reduce the percentage in aggregate principal amount of the outstanding Notes required for waiver of past Defaults or Events of Default pursuant to ‎Section 6.04, or otherwise modify ‎Section 6.04, except to increase the percentage in aggregate principal amount of the outstanding Notes required for waiver or to provide for consent of each affected Noteholder; or (m) make any change to the second sentence of this ‎Section 9.02. Notwithstanding anything to the contrary in the payment immediately preceding sentence, the only written consent or affirmative vote required to approve any of principal the changes in the immediately preceding sentence is the written consent or affirmative vote of the Holder of each Note affected by such change; the written consent or premium, if any, or interest on any such Notes (except a rescission affirmative vote of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) not additionally required. It shall is not be necessary for the consent of the Holders of Notes under this Section 8.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver amendment under Section 8.01 or this Section 8.02 Article becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Issuer may elect in its sole discretion failure to have the Trustee mail give such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement or waiveran amendment under this Section.

With Consent of Noteholders. Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then then-outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 8.04 and any existing Default or compliance with any provision of this Indenture8.07 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes). (bSecurities) Notwithstanding subsection (a) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesSecurity; (4c) reduce the principal of or change the fixed maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a Default or Event of Default default in the payment of principal of or of, premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority other than as provided in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such accelerationSection 8.04); (5g) make waive a redemption payment payable on any such Note payable in currency other than that stated in such NoteSecurity; (6h) make any change that impairs the right of Noteholders to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders convert Securities into Common Stock of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureCompany; or (9i) modify the conversion or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees subordination provisions set forth in Article V and Article VI, respectively, in a manner adverse to the Holders holders of Notes. (c) It the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, 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 VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (dor any group or Representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities 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 in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender offer or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in aggregate principal amount of the then outstanding Notes voting as Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a single class majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes), and Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders holders must consent to an amendment, supplement or waiverwaiver of any provision of this Indenture; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesSecurity; (4c) waive a Default or Event of Default in reduce the payment of principal of or premium, if any, change the stated maturity of any Security or interest on any such Notes (except a rescission of acceleration of Notes by alter the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)redemption provisions with respect thereto; (5d) make any such Note Security payable in currency money other than that stated in such Notethe Security; (6e) make any change to the provisions of in Section 2.03, 8.04, 8.07 or 11.02 hereof (this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notessentence); (7f) after waive a default in the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation payment of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Designated Event that has occurredPayment or the principal of, includingor interest on, without limitation, any Security (other than as provided in each case, by amending, changing or modifying any of the definitions relating theretoSection 8.04); (8) release Parent, Crown g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any other Guarantor change that is adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Significant Subsidiary from Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureNoteholders; or (9j) modify impair the right to institute suit for the enforcement of any payment on or change any provision of this Indenture affecting with respect to the ranking Securities. To secure a consent of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It Noteholders under this Section 11.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. . An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (dor any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities 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 in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 11.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) and (c) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Except as provided in Section 8.028.02(a), without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below8) of this Section 8.02(b), the provisions of Section Sections 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersand 4.09; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults; (7) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) 9) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (910) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except to The Issuer and the extent provided in Section 8.01 and subsection (b) of Trustee may amend, supplement or otherwise modify this Section 8.02, this Indenture, Indenture or the Timber Notes or the Note Guarantees may be amended any Additional Timber Notes without notice to any Noteholder but (i) with the written consent of the Majority Holders of at least a majority in principal amount and Rating Agency Confirmation or (ii) with the written consent of the then outstanding Notes voting as a single class Supermajority Holders (includingafter prior notice of the Rating Agency Evaluation) and Rating Agency Evaluation. Subject to Sections 7.9 and 7.17, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or the Majority Holders may waive compliance by the Issuer with any provision of this Indenture, the Deed of Trust or the Timber Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding any Additional Timber Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes)notice to any Noteholder. (b) Notwithstanding subsection (a) of this Section 8.02anything to the contrary contained in Sections 10.1 and 10.2(a), without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment amendment, supplement, other modification or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1) reduce the aggregate outstanding principal amount of Timber Notes issued under this Indenture (or of Timber Notes and any Additional Timber Notes, as applicable) whose Holders Noteholders must consent to an amendment, supplement supplement, other modification or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change extend the time for payment of interest on any such NotesTimber Note; (3) reduce the principal of or extend the fixed maturity of any Timber Note or Additional Timber Note; or (4) waive a Default or Event of Default reduce the premium payable (including any change in the payment formulas utilized to compute such amount) upon the redemption or prepayment of principal of any Timber Note or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)Additional Timber Note; (5) make any such Timber Note or Additional Timber Note payable in currency money other than that stated in such the Timber Note or Additional Timber Note; (6) make impair the right to institute suit for the enforcement of any change payment on or with respect to the provisions of this Indenture relating to the waiver of past Defaults any Timber Note or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;Timber Note; or (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, make any change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesSection 10.2. (c) It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 10.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement supplement, waiver or waiver other modification under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send mail to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Issuer may elect in its sole discretion failure to have the Trustee mail give such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such an amendment, supplement supplement, waiver or waiverother modification under this Section. Any amendment, supplement, waiver or other modification shall be binding upon all subsequent transferees of Notes.

With Consent of Noteholders. Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then then-outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 8.04 and any existing Default or compliance with any provision of this Indenture8.07 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes). (bSecurities) Notwithstanding subsection (a) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesSecurity; (4c) waive a Default or Event of Default in reduce the payment of principal of or premium, if any, change the fixed maturity of any Security or interest on any such Notes (except a rescission of acceleration of Notes by alter the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)redemption provisions with respect thereto; (5d) make any such Note Security payable in currency money other than that stated in such Notethe Security; (6e) make any change to the provisions of in Section 8.04, 8.07 or 11.02 hereof (this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notessentence); (7f) after waive a default in the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation payment of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Designated Event that has occurredPayment or principal of, includingor interest on, without limitation, any Security (other than as provided in each case, by amending, changing or modifying any of the definitions relating theretoSection 8.04); (8) release Parent, Crown or g) waive a redemption payment payable on any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureSecurity; or (9h) modify or make any change any provision that adversely affects the right of this Indenture affecting the ranking Noteholders to convert Securities into Common Stock of the Notes or Note Guarantees in Company. To secure a manner adverse to consent of the Holders of Notes. (c) It Noteholders under this Section 11.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indentureaffected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter in a manner adverse to the Holders of the Notes the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, than the provisions of Section Sections 4.08 and 4.09 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make modify any change to of the provisions of this in the Indenture relating to regarding the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults; (7) amend the contractual right expressly set forth in the Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Issuer’s obligation to purchase Notes arises hereunder, amend, change stated maturity or modify in Redemption Date of any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating theretosuch Note; (8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesHolders. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except Solely with respect to the extent Notes, Section 10.2 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “Except as provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture9.02, the Indenture and the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes voting as a single class then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each affected Holder of Notes issued under this Indenturean outstanding Note, an amendment no amendment, supplement or waiver may not (with respect to any Note held by a non-consenting Holder):may, among other things: (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount stated rate of interest or change extend the Maturity Date stated time for payment of interest on any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote; (3) reduce the rate principal of or change extend the time for payment Stated Maturity of interest on any such NotesNote; (4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on any such the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) make reduce the premium payable upon the redemption or repurchase of any such Note payable or change the time at which any Note may be redeemed or repurchased as described under Sections 3.01, 4.07 or 4.08 hereof whether through an amendment or waiver of provisions in currency other than that stated in such Notethe covenants, definitions or otherwise (except amendments to the definition of “Change of Control”, and waivers permitted as described under Section 4.07(e)); (6) make any change to Note payable in money other than that stated in the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesNote; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the Issuer’s obligation due dates therefor or to purchase Notes arises hereunder, amend, change institute suit for the enforcement of any payment on or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturesuch Holder’s Notes; or (9) modify 8) make any change in the amendment or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) waiver provisions which require each affected Holder’s consent. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 the Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof. (d) of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 the Indenture becomes effective, the Issuer Company shall send be required to give to the Holders affected thereby a notice briefly describing such amendment, supplement or waiver. Notwithstanding the foregoing, the failure to give such notice to all the Holders, or any defect in the notice shall not impair or affect the validity of the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared Any Notes held by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure Company or an Affiliate of the Issuer Company shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the holders of the requisite aggregate principal amount of the outstanding Notes have consented to send such noticeor voted for a modification, amendment or any defect therein, shall not, however, in any way impair or affect waiver of the validity terms of any such amendment, supplement or waiverthe Indenture.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indentureaffected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, than the provisions of Section Sections 4.08 and 4.09 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make modify any change to of the provisions of this in the Indenture relating to regarding the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults; (7) amend the contractual right expressly set forth in the Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Issuer’s obligation to purchase Notes arises hereunder, amend, change stated maturity or modify in Redemption Date of any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating theretosuch Note; (8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesHolders. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 Modifications and subsection (b) amendments of this Section 8.02, this IndentureIndenture may be made by the Company, the Notes or Guarantors and the Note Guarantees may be amended Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class of each series (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for any series of Notes); provided, and any existing Default however, that no such modification or compliance with any provision of amendment to this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02Indenture may, without the consent of each the Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any each Note held by a non-consenting Holder):affected thereby: (1) reduce change the maturity of the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverany such Note; (2) reduce the principal amount of (or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of premium on) any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote; (3) reduce the rate of or change extend the time for payment of interest on any such NotesNote; (4) waive a reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Article Three of this Indenture and paragraph 5 of the Note; (5) change the currency of payment of principal of (or premium on) or interest on any such Note; (6) impair the right of the Holders of Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any such Note; (7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default or Event of Default in respect thereof; (8) waive a default in the payment of principal of or premiumof, if anyinterest on, or interest on any such redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority thereof as provided in aggregate principal amount of the then outstanding Notes this Indenture and a waiver of the payment default that resulted from such acceleration); (59) make cause the Notes or the Guarantees to become subordinate in right of payment to any such Note payable in currency other than that stated in such NoteIndebtedness; (610) make any change following an event or circumstance which may give rise to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer requirement to make and consummate a Change of Control Offer with respect or Net Proceeds Offer, modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make a Change of Control Repurchase Event that has occurred, including, without limitation, Offer or Net Proceeds Offer in each case, by amending, changing or modifying any a manner materially adverse to the Holders of the definitions relating theretoNotes affected thereby; (8) 11) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (912) modify make any change in the amendment or change any provision waiver provisions of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. (a) Except to the extent as provided below in Section 8.01 and subsection (b) of this Section 8.02, this Indenture11.02, the Notes Company and the Trustee may amend or supplement this Indenture or the Note Guarantees may be amended Securities with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent Securities) of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders Noteholders of at least a majority in aggregate principal amount of the then outstanding Notes Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a waiver majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default or Event of Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose Noteholders must consent to an amendment, supplement or waiver; (b) reduce the rate of, or change the time for payment default that resulted from such accelerationof, interest or Additional Amounts on any Security; (c) reduce the principal of or change the fixed maturity of any Security or alter the redemption provisions with respect thereto (including, without limitation, the amount of any premium payable upon redemption); (5d) make any such Note Security payable in currency money other than that stated in such Notethe Security; (6e) make any change to in Section 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders payment of the Notes issued hereunder to receive payments of Designated Event Payment or any principal of of, or premium, if any, or interest and or Additional Amounts, if any, on on, any Security (other than a rescission of acceleration pursuant to Section 8.02 hereof and a waiver of nonpayment of principal, premium, if any, interest or Additional Amounts, if any, that have become due solely because of such acceleration of the NotesSecurities); (7g) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in waive a redemption payment payable on any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureSecurity; or (9h) make any change in the rights of holders of Securities to receive payment of principal of, or premium, if any, or interest or Additional Amounts, if any, on, the Securities; (i) modify the conversion or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees subordination provisions in a manner adverse to the holders of the Securities; or (j) impair the right of Noteholders to convert Securities into Common Stock of the Company or otherwise to receive any cash, securities or other property receivable by a holder upon conversion of Securities. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes. (c) It Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 11.07 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. Subject to Section 8.07 --------------------------- hereof, the Company and the Trustee may amend or supplement this Indenture or the Notes with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender offer or exchange offer for Notes) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in principal amount of the Notes voting as a single class then outstanding may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes), and ) waive any existing Default or Event of Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes Indenture or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Notes held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesNote; (4c) reduce the principal of or change the fixed maturity of any Note or alter the redemption provisions with respect thereto; (d) make any Note payable in money other than that stated in the Note; (e) make any change in Section 8.04, 8.07 or 11.02 hereof; (f) waive a Default or Event of Default default in the payment of the principal of or premium, if anyof, or interest on on, any such Notes Note (except a rescission of acceleration of the Notes by the Holders Noteholders of at least a majority in aggregate principal amount of the then outstanding Notes and a the waiver of the payment default that resulted from such acceleration); (5g) make waive a redemption payment payable on any such Note payable in currency other than that stated in such Note; (6h) make any change impair the right of Noteholders to convert Notes into Common Stock of the provisions of this Indenture relating to the waiver of past Defaults Company or waive or otherwise adversely affect the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations Noteholders under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureSection 4.06; or (9i) modify Articles V or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees VI hereof in a manner adverse to the Holders Noteholders. To secure a consent of Notes. (c) It the Noteholders under this Section 11.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, 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 VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (dor any group or representative thereof authorized to give a consent) consent to such change. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. (a) Except to The Company and the extent provided in Section 8.01 and subsection (b) of this Section 8.02Trustee, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least not less than a majority in aggregate principal amount of the then outstanding Notes voting as a single class (includingNotes, without limitation, consents obtained to execute supplemental indentures adding any provisions to or changing in connection with a purchase of, tender offer any manner or exchange offer for Notes), and any existing Default or compliance with eliminating any provision of this Indenture, Indenture or any Security Document or modifying the Notes rights of such Holders (it being understood that the provisions of the Security Documents which may by their terms be amended or the Note Guarantees may be waived with without the consent of the Holders of at least a majority in principal amount Noteholders do not require the consent of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for NotesNoteholders contemplated hereby). (b) Notwithstanding subsection (a) of this Section 8.02However, no modification or amendment may, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):affected thereby, (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes issued under this Indenture whose Holders must consent interest on, any Note or alter the provisions with respect to an amendment, supplement or waiver;redemption, (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amountsinterest, if any, on the Notes;any Note, (73) reduce any amount payable upon the occurrence of an Event of Default, (4) after the Issuer’s obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer or an Asset Sale Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect or make and complete such Asset Sale Offer, (5) change the place or currency of payment of principal of or premium, if any, or interest, if any, on any Note, (6) impair the right to a Change institute suit for the enforcement of Control Repurchase Event that has occurred, including, without limitationany payment on or after the Stated Maturity (or, in each casethe case of a redemption, by amending, changing on or modifying after the Redemption Date) of any Note, (7) reduce the above-stated percentage of outstanding Notes the definitions relating thereto;consent of whose Holders is necessary to modify or amend this Indenture, (8) release Parentwaive a default in the payment of principal of or premium, Crown if any, or any other Guarantor that is a Significant Subsidiary from any of its obligations interest, if any, on the Notes (except as set forth under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; orSection 6.01), (9) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults, (10) modify or change any provision of this Indenture affecting the ranking of the Notes or Note the Subsidiary Guarantees in a manner adverse to the Holders of the Notes, or (11) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture other than in accordance with the other provisions of this Indenture, or amend or modify any provision relating to such release. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 Modifications and subsection (b) amendments of this Section 8.02, this IndentureIndenture may be made by the Company, the Notes or Guarantors and the Note Guarantees may be amended Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for the Notes); provided, and however, that no such modification or amendment to this Indenture may (x) without the consent of Holders of 90% or more in aggregate principal amount of outstanding Notes, modify the ranking or priority of any existing Default Note or compliance with any provision Guarantee or modify the definition of Senior Indebtedness or amend or modify the subordination provisions of this Indenture, in any case in any manner adverse to the Notes Holders of the Notes, or the Note Guarantees may be waived with (y) without the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent Holder of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):affected thereby: (1) reduce change the maturity of the principal amount of Notes issued under or any installment of interest on any such Note or alter the optional redemption or repurchase provisions of any such Note or this Indenture whose in a manner adverse to the Holders must consent to an amendment, supplement or waiverof the Notes; (2) reduce the principal amount of (or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of premium on) any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote; (3) reduce the rate of or change extend the time for payment of interest on any such NotesNote; (4) waive a reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed as described in Article Three of this Indenture and paragraph 5 of the Note; (5) change the currency of payment of principal of (or premium on) or interest on any such Note; (6) impair the right of the Holders of Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any such Note; (7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default or Event of Default in respect thereof; (8) waive a default in the payment of principal of or premiumof, if anyinterest on, or interest on any such redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority thereof as provided in aggregate principal amount of the then outstanding Notes this Indenture and a waiver of the payment default that resulted from such acceleration); (59) make any such Note payable in currency other than that stated in such Note; (6) make any change to following the provisions consummation of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect or the date the Company is required to make a Net Proceeds Offer, modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make the relevant Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing Offer or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees Net Proceeds Offer in a manner materially adverse to the Holders of Notes.Notes affected thereby; or (c10) make any change in the amendment or waiver provisions of this Indenture. In addition to the foregoing, no modification or amendment to this Indenture may modify in any manner adverse to the rights of any holder of Senior Indebtedness the definition of Senior Indebtedness or amend or modify the subordination provisions of this Indenture, unless the holders of such Senior Indebtedness (or their representatives) consent to such change. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) of and (c) and this Section 8.02, this Indenture, the Notes or Notes, the Note Guarantees or any provision of any Security Document (except as provided therein) or the Proceeds Sharing Agreement (except as provided therein) affecting the Holders may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or any provision of the Security Documents or the Proceeds Sharing Agreement affecting the Holders may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, except as provided in subsection (c) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverwaiver or make any change to this Section 8.02(b); (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 or 4.12 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) in accordance with the provisions of Article Six; (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or of, and interest and Additional Amounts, if any, on the Notes or otherwise impair the right to institute suit for the enforcement of any payment on or with respect to the Notes, the Note Guarantees or the Security Documents; (7) after the Issuer’s Company's obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurredoccurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) Notwithstanding the foregoing, (i) in addition to the release of Collateral expressly permitted by this Indenture and the Security Documents, Collateral may be released under this Indenture and the Security Documents with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding and (ii) if both (a) a Default or Event of Default shall have occurred and be continuing with respect to the Notes and (b) there shall have been commenced and be continuing with respect to the Company either (x) an amicable settlement (reglement amiable) proceeding under Article L611-3 of the French Commercial Code, (y) an ad hoc mandate (Mandat Ad Hoc) or (z) a bankruptcy proceeding (Redressement Judiciaire) under Article L620-1 et seq. of the French Commercial Code, then, subject to applicable United States securities laws including, without limitation, the TIA, the provisions of this Indenture and all of the Notes and Note Guarantees described in clauses (1) through (9) of Section 8.02(b) may be amended and/or all or any portion of such Notes may be exchanged for other securities of the Company, in each case, with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding; provided that each such amendment, waiver or exchange, as the case may be, shall apply equally to all Notes issued under this Indenture unless otherwise consented to by the Holder of each Note to which such amendment, waiver or exchange shall not so apply. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (de) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this IndentureThe Company, the Notes Subsidiary Guarantors and the Trustee may amend this Indenture or the Note Guarantees may be amended Notes with the written consent or affirmative vote of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for for, the Notes), and without prior notice to any existing Default or compliance with any provision of this Indentureother Noteholder. However, without the Notes written consent or the Note Guarantees may be waived with the consent affirmative vote of the Holders Holder of at least a majority in principal amount of the then each outstanding Notes voting as a single class Note affected by such amendment (including, without limitation, consents obtained in connection with a or purchase of, or tender offer or exchange offer for for, the Notes)., an amendment may not: (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, Note or alter the provisions with respect to the redemption date of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersinterest payment due upon any Note; (3b) reduce the rate of or change the time for payment of interest on any such Note; (c) reduce the principal amount of, or any Additional Amounts, if any, on any Note; (d) reduce the amount payable in relation to the repurchase of any Notes; (4e) waive change the Company’s obligation to repurchase any Notes upon a Default Fundamental Change in a manner adverse to the Holders; (f) except as otherwise permitted pursuant to this Indenture, affect the right of a Holder to convert any Notes and receive the Conversion Settlement Consideration in satisfaction of the Conversion Obligation or Event reduce the Conversion Rate; (g) release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee, except in accordance with this Indenture; (h) directly or indirectly release the Collateral except as permitted by the terms of this Indenture; (i) impair the right of a Holder to receive payment with respect to the Notes or to institute suit for payment of any Notes; (j) change the currency in which any Note is payable; (k) change the Company’s obligation to maintain an office or agency in New York City under Section 4.02 hereof; (l) reduce the percentage in aggregate principal amount of the outstanding Notes required for waiver of past Defaults or Events of Default pursuant to Section 6.04, or otherwise modify Section 6.04, except to increase the percentage in aggregate principal amount of the outstanding Notes required for waiver or to provide for consent of each affected Noteholder; or (m) make any change to the second sentence of this Section 9.02. Notwithstanding anything to the contrary in the payment immediately preceding sentence, the only written consent or affirmative vote required to approve any of principal the changes in the immediately preceding sentence is the written consent or affirmative vote of the Holder of each Note affected by such change; the written consent or premium, if any, or interest on any such Notes (except a rescission affirmative vote of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) not additionally required. It shall is not be necessary for the consent of the Holders of Notes under this Section 8.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver amendment under Section 8.01 or this Section 8.02 Article becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Issuer may elect in its sole discretion failure to have the Trustee mail give such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement or waiveran amendment under this Section.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees or any provision of the Proceeds Sharing Agreement affecting the Holders may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees or any provision of the Proceeds Sharing Agreement affecting the Holders may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 or 4.12 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesNotes or otherwise impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurredoccurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then then-outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 8.04 and any existing Default or compliance with any provision of this Indenture8.07 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes). (bSecurities) Notwithstanding subsection (a) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesSecurity; (4c) reduce the principal of or change the fixed maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a Default or Event of Default default in the payment of principal of or of, premium, if any, or interest on or Liquidated Damages on, any such Notes Security (except a rescission of acceleration of Notes by the Holders of at least a majority other than as provided in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such accelerationSection 8.04); (5g) make waive a redemption payment payable on any such Note payable in currency other than that stated in such NoteSecurity; (6h) make any change that impairs the right of Noteholders to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders convert Securities into Common Stock of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureCompany; or (9i) modify the conversion or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees subordination provisions set forth in Article V and Article VI, respectively, in a manner adverse to the Holders holders of Notes. (c) It the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, 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 VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (dor any group or Representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities 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 in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 --------------------------- hereof, the Company and the Trustee may amend or supplement this Indenture or the Convertible Notes with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender offer or exchange offer for Convertible Notes) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Convertible Notes), . Subject to Sections 8.04 and any existing Default or compliance with any provision of this Indenture8.07 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Convertible Notes then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Convertible Notes). (b) Notwithstanding subsection (a) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Convertible Notes. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Convertible Notes held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Convertible Notes issued under this Indenture whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesConvertible Note; (4c) waive a Default or Event of Default in reduce the payment of principal of or premium, if any, change the fixed maturity of any Convertible Note or interest on any such Notes (except a rescission of acceleration of Notes by alter the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)redemption provisions with respect thereto; (5d) make any such Convertible Note payable in currency money other than that stated in such the Convertible Note; (6e) make any change to the provisions of in Section 8.04, 8.07 or 11.02 hereof (this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notessentence); (7f) after waive a default in the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation payment of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Designated Event that has occurredPayment or the principal of, includingor interest on, without limitation, any Convertible Note (other than as provided in each case, by amending, changing or modifying any of the definitions relating theretoSection 8.04); (8) release Parent, Crown or g) waive a redemption payment payable on any other Guarantor Convertible Note; (h) make any change that is a Significant Subsidiary from any adversely affects the right of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with Noteholders to convert Convertible Notes into Common Stock of the terms of this IndentureCompany; or (9i) modify make any change in Articles V or change any provision of this Indenture affecting VI hereof that adversely affects the ranking interests of the Notes or Note Guarantees in Noteholders. To secure a manner adverse to consent of the Holders of Notes. (c) It Noteholders under this Section 11.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, 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 VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (dor any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Convertible Notes or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Convertible Notes unless such consideration is offered to be paid or agreed to be paid to all holders of the Convertible Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. (a) Except The Company, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to the extent provided in Section 8.01 and subsection (b) of amend this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended with the written consent of the Holders of at least a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or may waive compliance by the Company with any provision of this Indenture, Indenture or the Notes or without prior notice to any other Noteholder. Notwithstanding the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02preceding paragraph, without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest interest, including default interest, on any such NotesNote; (3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such the Note; (5) make any change in this Section 8.02; (6) make any change to in this Indenture that adversely affects the ranking of the Notes or any Note Guarantee; (7) make any change in provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments payment of principal of or and interest and Additional Amounts, if any, on the NotesNotes or permitting Holders of a majority in principal amount of Notes to waive Defaults; (7) 8) after the Issuer’s obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer or a Net Proceeds Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturemake and complete such Net Proceeds Offer; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes (including Section 3.08) other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s Issuers’ obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer Issuers to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except to With the extent consent (evidenced as provided in Section 8.01 and subsection (b7.01) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent holders of the Holders of at least a majority in principal amount of the then outstanding Notes voting as at the time outstanding, the Company, when authorized by a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes)Board Resolution, and the Trustee may from time to time and at any existing Default time amend this Indenture for the purpose of adding any provisions to or compliance with changing in any provision manner or eliminating any of the provisions of this IndentureIndenture or of modifying in any manner the rights of the holders of the Notes; provided, the Notes or the Note Guarantees may be waived with however, that no such amendment shall without the consent of the Holders holders of at least a majority each Note then outstanding and affected hereby (i) extend the Stated Maturity of any Note, or reduce the rate, or reduce the principal amount thereof, or make the principal thereof or any interest or Additional Interest thereon payable in any coin or currency other than that provided in the Notes, or impair or affect the right of any Noteholder to institute suit for payment thereof, or (ii) reduce the aforesaid percentage of Notes the holders of which are required to consent to any such amendment to this Indenture or (iii) reduce the percentage of aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection notes necessary for waiver of compliance with a purchase of, tender offer certain provisions of this indenture or exchange offer for Notes)waiver of certain defaults. (b) Notwithstanding subsection (a) Upon the request of this Section 8.02the Company accompanied by a Board Resolution authorizing the execution of any supplemental indenture affecting such amendment, without and upon the filing with the Trustee of evidence of the consent of each Holder Noteholders as aforesaid, the Trustee shall join with the Company in the execution of Notes issued under this Indenturesuch supplemental indenture unless such supplemental indenture affects the Trustee's own rights, an amendment duties or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued immunities under this Indenture whose Holders must consent to an amendmentor otherwise, supplement or waiver;in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (2c) reduce Promptly after the principal amount of or change execution by the Maturity Date Company and the Trustee of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change supplemental indenture pursuant to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effectiveSection, the Issuer Trustee shall send to the Holders affected thereby transmit by mail, first class postage prepaid, a notice briefly describing the amendment30 35 notice, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on Company, setting forth in general terms the Issuer’s behalf substance of such supplemental indenture, to the Noteholders as their names and at addresses appear upon the Issuer’s sole expenseSecurity Register. Any failure of the Issuer Trustee to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendmentsupplemental indenture. (d) It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, supplement or waiverbut it shall be sufficient if such consent shall approve the substance thereof.

With Consent of Noteholders. (a) Except to the extent as provided below in Section 8.01 and subsection (b) of this Section 8.0210.02, this the Indenture, the Notes Securities or the Note Guarantees Security Documents may be amended or supplemented with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class Securities (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for NotesSecurities), and any existing Default default or compliance with any provision of this the Indenture, the Notes Securities or the Note Guarantees Security Documents may be waived with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class Securities (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for NotesSecurities). (b) Notwithstanding subsection (a) of this Section 8.02, without . Without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment amendment, supplement or waiver may not (with respect to any Note Security held by a non-consenting HolderNoteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2b) extend the fixed maturity of the Securities; (c) reduce the rate or extend the time of payment of interest on the Securities; (d) reduce the principal amount of the Securities or premium on the Securities, if any; (e) reduce any amount payable upon repurchase of the Securities; (f) impair or change the Maturity Date of in any Notes, or alter the provisions with respect adverse to the redemption Noteholders, the Company's obligation to repurchase the Securities upon the happening of a Change of Control; (g) impair or adversely affect the Noteholders right to institute suit for the payment of the Securities; (h) make any Security payable in money other than that stated in the Security; (i) impair the right to convert the Securities into Ordinary Shares; (j) modify Article V of this Indenture in a manner adverse to the Noteholders; or (k) make any change in the amendment and waiver provisions described above in this Section 10.02. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such Notes other thanamended or supplemental Indenture, except as set forth in clause (7) below, and upon the provisions filing with the Trustee of Section 4.08 evidence satisfactory to the Trustee of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount Securities as aforesaid, and upon receipt by the Trustee of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce documents described in Section 10.07 hereof, the rate of or change Trustee shall join with the time for payment of interest on any such Notes; (4) waive a Default or Event of Default Company in the payment execution of principal of such amended or premiumsupplemental Indenture unless such amended or supplemental Indenture affects the Trustee's own rights, if anyduties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or interest on any such Notes (except supplemental Indenture. To secure a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount consent of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of Noteholders under this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional AmountsSection 10.02, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except to The Company and the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, Trustee may amend the Indenture or the Notes or the Note Guarantees may be amended with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes), and without notice to any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the other Noteholder. The Holders of at least a majority in principal amount of the Notes then outstanding may waive compliance by the Company with any provision of the Notes voting as a single class or of the Indenture relating to such Notes (including, other than any continuing Event of Default in payment of interest or principal amount of the Notes) without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without notice to any Noteholders. Without the consent of each Holder Noteholder affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04 of Notes issued under this the Original Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1a) reduce the principal amount of Notes issued under this Indenture whose Holders Noteholders must consent to an amendment, amendment or supplement or waiverwaive any past Default; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest interest, including defaulted interest, on any such Note; (c) make any change that impairs or adversely affect the right of a Holder to convert any Notes; (4d) waive reduce the amount payable in relation to the required repurchase of any Notes upon a Default Fundamental Change or Event change the time at which any Holder may require any Note to be repurchased by the Company in accordance with Article 3, or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of Default provisions in the payment of covenants, definitions or otherwise; (e) reduce the principal of or premium, if any, or interest on extend the Maturity Date of any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)Note; (5f) make any such Note payable in currency money other than that stated in such Note; (6g) make any change to the provisions in Sections 6.02 or 9.02 of this Third Supplemental Indenture relating to the waiver of past Defaults or the rights of Holders Sections 6.04 or 6.07 of the Notes issued hereunder to receive payments Original Indenture; (h) adversely modify the ranking or priority of the Notes; or (i) waive a continuing Default or Event of Default in the payment of the principal of or interest and Additional Amounts, if any, on the any Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) . It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver amendment under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send provide to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Issuer may elect in its sole discretion failure to have the Trustee mail give such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of an amendment under this Section. The provisions of Sections 9.01 and 9.02 of this Third Supplemental Indenture shall supersede and replace the provisions, respectively, of Sections 9.01 and 9.02 of the Original Indenture for purposes of the Notes. The right of any such amendmentHolder to participate in any consent required or sought pursuant to any provision of the Indenture, supplement and the obligation of the Company to obtain any consent otherwise required from that Holder, may be subject to the requirement that the Holder shall have been the Holder of record of Notes with respect to which the consent is required or waiversought as of a date identified by the Trustee in a notice furnished to Holders in accordance with the Indenture.

With Consent of Noteholders. (a) Except The Company, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to the extent provided in Section 8.01 and subsection (b) of amend this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended with the written consent of the Holders of at least a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or may waive compliance by the Company with any provision of this Indenture, Indenture or the Notes or without prior notice to any other Noteholder. Notwithstanding the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02preceding paragraph, without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest interest, including default interest, on any such NotesNote; (3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such the Note; (5) make any change in this Section 8.02; (6) make any change to in this Indenture that adversely affects the ranking of the Notes or any Note Guarantee; (7) make any change in provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments payment of principal of or and interest and Additional Amounts, if any, on the NotesNotes or permitting Holders of a majority in principal amount of Notes to waive Defaults; (7) 8) after the Issuer’s obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer or a Net Proceeds Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;make and complete such Net Proceeds Offer; or (8) 9) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise other than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse pursuant to the Holders provisions of Notes. (c) Section 10.05. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. (a) Except The Issuers and the Guarantors, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to the extent provided in Section 8.01 and subsection (b) of amend this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended with the written consent of the Holders of at least a majority of the principal amount of the then outstanding Notes. Subject to Section 6.04, the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or may waive compliance by the Issuers with any provision of this Indenture, Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes)prior notice to any other Noteholder. (b) Notwithstanding subsection (a) of this Section 8.02the preceding paragraph, without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest interest, including default interest, on any such NotesNote; (3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such the Note; (5) make any change in this Section 8.02; (6) make any change to the provisions of in this Indenture relating to adversely affect the waiver ranking in right of past Defaults or the rights of Holders payment of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notesany Guarantee; (7) make any change in Section 6.04 or 6.08; (8) after the Issuer’s obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureControl; or (9) modify or change release any provision Guarantor from its Guarantee other than pursuant to the provisions of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesIndenture. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Issuers shall send mail to the Holders affected thereby a notice briefly describing describ ing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Issuers to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Issuers in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this IndentureThe Company, the Notes Subsidiary Guarantors and the Trustee may amend this Indenture or the Note Guarantees may be amended Notes with the written consent or affirmative vote of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for the Notes), and without prior notice to any existing Default or compliance with any provision of this Indentureother Noteholder. However, without the Notes written consent or the Note Guarantees may be waived with the consent affirmative vote of the Holders Holder of at least a majority in principal amount of the then each outstanding Notes voting as a single class Note affected by such amendment (including, without limitation, consents obtained in connection with a or purchase of, or tender offer or exchange offer for for, the Notes)., an amendment may not: (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, Note or alter the provisions with respect to the redemption date of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersinterest payment due upon any Note; (3b) reduce the rate of or change the time for payment of interest on any such Note; (c) reduce the principal amount of, or any Additional Amounts, if any, on any Note; (d) reduce the amount payable in relation to the repurchase of any Notes; (4e) waive change the Company’s obligation to repurchase any Notes upon a Default Fundamental Change in a manner adverse to the Holders; (f) except as otherwise permitted pursuant to this Indenture, affect the right of a Holder to convert any Notes and receive the shares of Class A Common Stock or Event the Conversion Settlement Amount in satisfaction of the Conversion Obligation or reduce the Conversion Rate; (g) release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee, except in accordance with this Indenture; (h) directly or indirectly release the Collateral except as permitted by the terms of this Indenture and the Security Agreements; (i) impair the right of a Holder to receive payment with respect to the Notes or to institute suit for payment of any Notes; (j) change the currency in which any Note is payable; (k) change the Company’s obligation to maintain an office or agency in New York City under Section 4.02 hereof; (l) reduce the percentage in aggregate principal amount of the outstanding Notes required for waiver of past Defaults or Events of Default in the payment of principal of or premium, if anypursuant to Section 6.02, or interest on otherwise modify Section 6.02, except to increase the percentage in aggregate principal amount of the outstanding Notes required for waiver or to provide for consent of each affected Noteholder; or (m) make any change to the second sentence of this Section 9.02. For the avoidance of doubt, the only written consent or affirmative vote required to approve any of the foregoing changes is the written consent or affirmative vote of the Holder of each Note affected by such Notes (except a rescission change; the written consent or affirmative vote of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) not additionally required. It shall is not be necessary for the consent of the Holders of Notes under this Section 8.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver amendment under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Issuer may elect in its sole discretion failure to have the Trustee mail give such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement or waiveran amendment under this Section.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with With the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then Notes at the time outstanding Notes of all series affected by such supplemental indenture (voting as one class), the Company and the Guarantors, each when authorized by a waiver Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the payment default that resulted Trustee may, from such acceleration); (5) make time to time and at any such Note payable time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in currency other than that stated in such Note; (6) make any change to manner or eliminating any of the provisions of this Indenture relating to the waiver or of past Defaults any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes issued hereunder to receive payments of each such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or interest and Additional Amountsreduce any amount payable on redemption thereof or make the principal thereof, premium, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunderor interest thereon, amendincluding Additional Interest, change or modify payable in any material respect coin or currency other than that provided in the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing Notes or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking thereof, premium, if any, that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.1 or the amount thereof provable in bankruptcy pursuant to Section 6.2, or impair or affect the right of any Noteholder to institute suit for the payment thereof or, if the Notes provide therefor, any right of repayment at the option of the Noteholder in each case without the consent of the Holder of each Note so affected, or Note Guarantees (b) reduce the aforesaid percentage in a manner adverse to the Holders principal amount of Notes. (c) It shall not be necessary for Notes of any series, the consent of the Holders of Notes under this Section 8.02 to approve which is required for any such supplemental indenture, without the particular form consent of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waivereach Note so affected.

With Consent of Noteholders. (a) Except Subject to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture6.07 --------------------------- hereof, the Notes Company and the Trustee may amend or supplement this Indenture or the Note Guarantees may be amended Securities with the written consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 6.04 and any existing Default or compliance with any provision of this Indenture6.07 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as may also waive compliance in a single class (including, without limitation, consents obtained in connection particular instance by the Company with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) any provision of this Section 8.02Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note held by a non-consenting Holder):not: (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesSecurity; (4c) waive a Default or Event of Default in reduce the payment of principal of or premium, if anychange the fixed maturity of any Security, or interest on any such Notes (except a rescission alter the provisions of acceleration of Notes by the Holders of at least a majority in aggregate principal amount Sections 7 and 8 of the then outstanding Notes Initial Note and a waiver Sections 6 and 7 of the payment default that resulted from such acceleration)Exchange Note; (5d) make any such Note Security payable in currency money other than that stated in such Notethe Security; (6e) make any change to the provisions of in Section 6.04, 6.07 or 9.02 hereof (this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturesentence); or (9f) modify or change any provision of this Indenture affecting waive a default in the ranking payment of the Notes principal of, or Note Guarantees in interest on, any Security. To secure a manner adverse to consent of the Holders of Notes. (c) It Noteholders under this Section 9.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 Modifications and subsection (b) amendments of this Section 8.02, this IndentureIndenture may be made by the Company, the Notes or Guarantors and the Note Guarantees may be amended Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for the Notes); provided, and however, that no such modification or amendment to this Indenture may (x) without the consent of Holders of 90% or more in aggregate principal amount of outstanding Notes, modify the ranking or priority of any existing Default Note or compliance with any provision Guarantee or modify the definition of Senior Indebtedness or amend or modify the subordination provisions of this Indenture, in any case in any manner adverse to the Notes Holders of the Notes, or the Note Guarantees may be waived with (y) without the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent Holder of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):affected thereby: (1) reduce change the maturity of the principal amount of Notes issued under or any installment of interest on any such Note or alter the optional redemption or repurchase provisions of any such Note or this Indenture whose in a manner adverse to the Holders must consent to an amendment, supplement or waiverof the Notes; (2) reduce the principal amount of (or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of premium on) any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote; (3) reduce the rate of or change extend the time for payment of interest on any such NotesNote; (4) waive a reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed as described in Article Three of this Indenture and paragraph 5 of the Note; (5) change the currency of payment of principal of (or premium on) or interest on any such Note; (6) impair the right of the Holders of Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any such Note; (7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default or Event of Default in respect thereof; (8) waive a default in the payment of principal of or premiumof, if anyinterest on, or interest on any such redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority thereof as provided in aggregate principal amount of the then outstanding Notes this Indenture and a waiver of the payment default that resulted from such acceleration); (59) following the consummation of a Change of Control or the date the Company is required to make a Net Proceeds Offer, modify the provisions of any such Note payable covenant (or the related definitions) in currency other than that stated this Indenture requiring the Company to make the relevant Change of Control Offer or Net Proceeds Offer in such Notea manner materially adverse to the Holders of Notes affected thereby; (610) make any change to in the amendment or waiver provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (911) modify change the provisions applicable to the redemption of any Note as described under paragraph 6 of the Notes, or make any change any provision in the Escrow Agreement or the Qualified Letter of Credit that would adversely affect the Holders. In addition to the foregoing, no modification or amendment to this Indenture affecting the ranking of the Notes or Note Guarantees may modify in a any manner adverse to the Holders rights of Notes. any holder of Senior Indebtedness the definition of Senior Indebtedness or amend or modify the subordination provisions of this Indenture, unless the holders of such Senior Indebtedness (cor their representatives) consent to such change. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall notrot, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 Modifications and subsection (b) amendments of this Section 8.02, this Indenture, the Notes or and the Note Guarantees may be amended made by the Company, the Guarantors and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for Notes); provided, and any existing Default however, that no such modification or compliance with any provision of amendment to this Indenture, the Notes or and the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02may, without the consent of each the Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any each Note held by a non-consenting Holder):affected thereby: (1) reduce change the maturity of the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverany such Note; (2) reduce the principal amount of (or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of premium on) any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote; (3) reduce the rate of or change extend the time for payment of interest on any such NotesNote; (4) waive a reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Article Three of this Indenture and paragraph 5 of the Notes; (5) change the currency of payment of principal of (or premium on) or interest on any such Note; (6) impair the right of the Holders of Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any such Note; (7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or the Guarantees or for waiver of any Default or Event of Default in respect thereof; (8) waive a default in the payment of principal of or premiumof, if anyinterest on, or interest on any such redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders of at least thereof with respect to a majority nonpayment default as provided in aggregate principal amount of the then outstanding Notes this Indenture and a waiver of the payment default that resulted from such acceleration); (59) make cause the Notes or the Guarantees to become contractually subordinate in right of payment to any such Note payable in currency other than that stated in such NoteIndebtedness; (610) make any change following an event or circumstance which may give rise to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer requirement to make and consummate a Change of Control Offer with respect or Net Proceeds Offer, modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make a Change of Control Repurchase Event that has occurred, including, without limitation, Offer or Net Proceeds Offer in each case, by amending, changing or modifying any a manner materially adverse to the Holders of the definitions relating theretoNotes affected thereby; (8) 11) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (912) modify make any change in the amendment or change any provision waiver provisions of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 Modifications and subsection (b) amendments of this Section 8.02, this IndentureIndenture may be made by the Company, the Notes or Guarantors and the Note Guarantees may be amended Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for the Notes); provided, and any existing Default however, that no such modification or compliance with any provision of amendment to this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02Indenture may, without the consent of each the Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any each Note held by a non-consenting Holder):affected thereby: (1) reduce change the maturity of the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverany such Note; (2) reduce the principal amount of (or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of premium on) any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote; (3) reduce the rate of or change extend the time for payment of interest on any such NotesNote; (4) waive a reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in Article Three of this Indenture and paragraph 5 of the Note; (5) change the currency of payment of principal of (or premium on) or interest on any such Note; (6) impair the right of the Holders of Notes to receive payment of principal of and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any such Note; (7) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default or Event of Default in respect thereof; (8) waive a default in the payment of principal of or premiumof, if anyinterest on, or interest on any such redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority thereof as provided in aggregate principal amount of the then outstanding Notes this Indenture and a waiver of the payment default that resulted from such acceleration); (59) make cause the Notes or the Guarantees to become subordinate in right of payment to any such Note payable in currency other than that stated in such NoteIndebtedness; (610) make any change following an event or circumstance which may give rise to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer requirement to make and consummate a Change of Control Offer with respect or Net Proceeds Offer, modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make a Change of Control Repurchase Event that has occurred, including, without limitation, Offer or Net Proceeds Offer in each case, by amending, changing or modifying any a manner materially adverse to the Holders of the definitions relating theretoNotes affected thereby; (8) 11) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (912) modify make any change in the amendment or change any provision waiver provisions of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. With the consent (a) Except to the extent evidenced as provided in Section 8.01 and subsection (b6.01) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Subordinated Notes (voting as a single class), the Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and a waiver may provide that the specific terms of such action may be determined by officers of the payment default that resulted Issuer authorized thereby), and the Trustee may, from such acceleration); (5) make time to time and at any such Note payable time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in currency other than that stated in such Note; (6) make any change to manner or eliminating any of the provisions of this Indenture relating to the waiver or of past Defaults or modifying in any manner the rights of Holders the Noteholders; provided, that no such supplemental indenture shall (i) modify the final maturity of any Subordinated Note; (ii) reduce the principal amount or Redemption Amount payable in respect of a Subordinated Note; (iii) modify the rate or extend the time of payment of interest thereon; (iv) make the principal thereof (including any amount in respect of OID), or interest thereon, payable in any coin or currency or modify any provisions for converting any currency into any other currency other than as provided in the Subordinated Notes or in the Indenture; (v) reduce the amount of the Notes issued hereunder to receive payments of principal of an OID Subordinated Note that would be due and payable upon an Event of Default; (vi) impair the right of any Noteholder to institute suit for the payment of any amount due on a Subordinated Note without the consent of such Noteholder; (vii) modify the quorum required at any meeting of Noteholders or interest the majority required to pass an Extraordinary Resolution, in each case without the consent of one or more persons holding or representing not less than 100% in principal amount of the then Outstanding Subordinated Notes. Upon the request of the Issuer, accompanied by a copy of a resolution of the Board (which resolutions may provide general authorization for such action and Additional Amountsmay provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby) certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and other documents, if any, on required by Section 6.01, the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of Trustee shall join with the Issuer to make and consummate a Change in the execution of Control Offer with respect to a Change of Control Repurchase Event that has occurredsuch supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, including, without limitationduties or immunities under this Indenture or otherwise, in each casewhich case the Trustee may in its discretion, by amendingbut shall not be obligated to, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) enter into such supplemental indenture. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 section to approve the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, . Promptly after the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice thereof by (a) first class or equivalent mail to the Noteholders at their addresses as they shall appear on the Issuer’s behalf and at Register or (b) by any other means set forth in such supplemental indenture, setting forth in general terms the Issuer’s sole expensesubstance of such supplemental indenture. Any failure of the Issuer Trustee to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiversupplemental indenture.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with With the consent of the Holders holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority Majority in aggregate principal amount of the Notes at the time outstanding, the Company, when authorized by a board resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to the resolution), may from time to time and at any time amend the Note Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Note Agreement or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such amendment shall without the consent of the holders of each Note then outstanding Notes and a waiver affected thereby (i) extend the Maturity Date of any Note, or reduce the rate or extend the time of payment default that resulted from such accelerationof interest thereon (except as contemplated by Article XIV); (5) , or reduce the principal amount thereof, or reduce any amount payable on prepayment thereof, or make the principal thereof or any such Note interest or premium thereon payable in any coin or currency other than that stated provided in the Notes, or impair or affect the right of any Noteholder to institute suit for payment thereof, or (ii) reduce the aforesaid percentage of Notes the holders of which are required to consent to any such Note; (6) make amendment to the Note Agreement, provided, however, that if the Notes are held by the Trust, such amendment shall not be effective until the holders of a majority in liquidation amount of Trust Securities shall have consented to such amendment; provided further that if the consent of the holder of each outstanding Note is required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment; and provided further that such amendment shall not impair or affect the right of any change holder of Preferred Securities to commence a Direct Action, in the circumstances and subject to the limitations set forth in the Declaration, until each holder of Preferred Securities shall have consented to such amendment. Promptly after the execution by the Company of any supplemental Note Agreement or amendment pursuant to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effectiveSection, the Issuer Company shall send to the Holders affected thereby transmit by mail, first class postage prepaid, a notice briefly describing the amendmentnotice, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on Company, setting forth in general terms the Issuer’s behalf substance of such supplemental Note Agreement, to the Noteholders as their names and at addresses appear upon the Issuer’s sole expenseNote Register. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Note Agreement or amendment. It shall not be necessary for the consent of the Noteholders under this Section 8.02 to approve the particular form of any proposed supplemental Note Agreement, supplement or waiverbut it shall be sufficient if such consent shall approve the substance thereof.

With Consent of Noteholders. (a) Except as provided below in this Section 9.02, the Company and the Notes Trustee may amend or supplement this Indenture or the Notes with the written consent of the Noteholders of not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes) and subject to Section 6.04 and 6.07 any existing Default or Event of Default and its consequences (other than a Default or Event of Default in the extent provided in Section 8.01 and subsection (bpayment of principal premium, if any, or interest, if any, on the Notes except a payment default resulting from an acceleration of the Notes that has been rescinded) or compliance with any provision of this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section 9.02 may not (with respect to any Note Notes held by a non-consenting Holder): (1i) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the stated rate of or extend the stated time for payment of any interest on any Note; (iii) reduce the principal amount of or change extend the Stated Maturity Date of any Notes, Note or alter the redemption provisions (including without limitation Sections 3.07, 3.09, 4.11 and 4.14 hereof) with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersthereto; (3iv) reduce the rate premium payable upon the redemption or repurchase of any Note or change the time for payment of interest on at which any such NotesNote may be redeemed in accordance with Section 3.07; (4v) make any Note payable in money other than that stated in the Note; (vi) make any change in Section 6.04 or 6.07 hereof or in this Section 9.02(a); (vii) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on interest, if any, on, or redemption payment with respect to, any such Notes or Note (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5viii) make impair the right of any Holder to receive payment of principal of and interest on such Note payable in currency other than that stated in Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such NoteHolder's Notes; (6ix) make any change to in the amendment provisions of this Indenture relating to which require each Holder's consent or in the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indentureprovisions; or (9b) modify Upon the request of the Company and the Subsidiary Guarantors accompanied by Board Resolutions of their respective Boards of Directors authorizing the execution of any such supplemental indenture, and upon the filing with the Notes Trustee of evidence satisfactory to the Notes Trustee of the consent of the Noteholders as aforesaid, and upon receipt by the Notes Trustee of the documents described in Section 7.02, Section 9.06 and Section 12.04 hereof, the Notes Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Notes Trustee's own rights, duties or change any provision of immunities under this Indenture affecting the ranking of or otherwise, in which case the Notes or Note Guarantees Trustee may in a manner adverse to the Holders of Notesits discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 9.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby all Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. Subject to Section 8.7 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender offer or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 8.4 and any existing Default or compliance with any provision of this Indenture8.7 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes). (bSecurities) Notwithstanding subsection (a) waive any existing Default as provided in Section 8.4 or waive compliance in a particular instance by the Company with any provision of this Section 8.02-52- 53 Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesSecurity; (4c) waive a Default or Event of Default in reduce the payment of principal of or premium, if any, change the fixed maturity of any Security or interest on any such Notes (except a rescission of acceleration of Notes by alter the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)redemption provisions with respect thereto; (5d) make any such Note Security payable in currency money other than that stated in such Notethe Security; (6e) make any change to the provisions of in Section 8.4, 8.7 or 11.2 hereof (this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notessentence); (7f) after waive a default in the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation payment of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Designated Event that has occurredPayment or the principal of, includingor interest on, without limitation, any Security (other than as provided in each case, by amending, changing or modifying any of the definitions relating theretoSection 8.4); (8) release Parent, Crown or g) waive a redemption payment payable on any other Guarantor Security; (h) make any change that is a Significant Subsidiary from any adversely affects the right of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with Noteholders to convert Securities into Common Stock of the terms of this IndentureCompany; or (9i) modify make any change in Articles V or change any provision of this Indenture affecting VI hereof that adversely affects the ranking interests of the Notes or Note Guarantees in Noteholders. To secure a manner adverse to consent of the Holders of Notes. (c) It Noteholders under this Section 11.2, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, amendment supplement or waiver, 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 VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (dor any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities 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 in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. Subject to Section 8.7 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender offer or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 8.4 and any existing Default or compliance with any provision of this Indenture8.7 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes). (bSecurities) Notwithstanding subsection (a) waive any existing Default as provided in Section 8.4 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesSecurity; (4c) waive a Default or Event of Default in reduce the payment of principal of or premium, if any, change the fixed maturity of any Security or interest on any such Notes (except a rescission of acceleration of Notes by alter the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)redemption provisions with respect thereto; (5d) make any such Note Security payable in currency money other than that stated in such Notethe Security; (6e) make any change to the provisions of in Section 8.4, 8.7 or 11.2 hereof (this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notessentence); (7f) after waive a default in the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation payment of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Designated Event that has occurredPayment or the principal of, includingor interest on, without limitation, any Security (other than as provided in each case, by amending, changing or modifying any of the definitions relating theretoSection 8.4); (8) release Parent, Crown or g) waive a redemption payment payable on any other Guarantor Security; (h) make any change that is a Significant Subsidiary from any adversely affects the right of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with Noteholders to convert Securities into Common Stock of the terms of this IndentureCompany; or (9i) modify make any change in Articles V or change any provision of this Indenture affecting VI hereof that adversely affects the ranking interests of the Notes or Note Guarantees in Noteholders. To secure a manner adverse to consent of the Holders of Notes. (c) It Noteholders under this Section 11.2, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, amendment supplement or waiver, 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 VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (dor any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities 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 in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. (a) Except Subject to Section 8.7 hereof, --------------------------- the extent provided in Section 8.01 Company and subsection (b) of the Trustee may amend or supplement this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent ) of the Holders Noteholders of at least a majority in aggregate principal amount of the then outstanding Notes. Subject to Sections 8.4 and 8.7 hereof, the Noteholders of a majority in aggregate principal amount of the Notes voting as a single class then outstanding may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) waive any existing Default as provided in Section 8.4 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Notes. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Notes held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesNote; (4c) waive a Default or Event of Default in reduce the payment of principal of or premium, if any, change the fixed maturity of any Note or interest on any such Notes (except a rescission of acceleration of Notes by alter the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)redemption provisions with respect thereto; (5d) make any such Note payable in currency money other than that stated in such the Note; (6e) make any change to the provisions of in Section 8.4, 8.7 or 11.2 hereof (this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notessentence); (7f) after waive a default in the Issuer’s obligation payment of the Designated Event Payment or the principal of, or interest on, any Note (other than as provided in Section 8.4); (g) waive a redemption payment payable on any Note; (h) make any change that adversely affects the right of Noteholders to purchase convert Notes arises hereunder, amend, into Common Stock of the Company; or (i) make any change in Articles 5 or modify 6 hereof that adversely affects in any material respect the obligation interests of the Issuer to make and consummate Noteholders. To secure a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any consent of the definitions relating thereto; (8) release ParentNoteholders under this Section 11.2, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, 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 6 of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (dor any group or representative thereof authorized to give a consent) consent to such change by the requisite percent approval applicable to such consent under the instrument governing such Senior Debt. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. Except as provided below in this Section 11.02, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 8.04 and any existing Default or compliance with any provision of this Indenture8.07 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes). (bSecurities) Notwithstanding subsection (a) waive any existing Default or Event of Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of of, or change the time for payment of of, interest or Liquidated Damages on any such NotesSecurity; (4c) reduce the principal of or change the fixed maturity of any Security or alter the redemption provisions with respect thereto (including, without limitation, the amount of any premium payable upon redemption); (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a Default or Event of Default default in the payment of the Designated Event Payment or any principal of of, or premium, if any, or interest on or Liquidated Damages, if any, on, any such Notes Security (except other than a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes pursuant to Section 8.02 hereof and a waiver of nonpayment of principal, premium, if any, interest or Liquidated Damages, if any, that have become due solely because of such acceleration of the payment default that resulted from such accelerationSecurities); (5g) make waive a redemption payment payable on any such Note payable in currency other than that stated in such Note;Security; or (6h) make any change to the provisions of this Indenture relating to the waiver of past Defaults or in the rights of Holders holders of the Notes issued hereunder Securities to receive payments payment of principal of of, or interest and Additional Amountspremium, if any, on or interest or Liquidated Damages, if any, on, the NotesSecurities; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9i) modify the conversion or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees subordination provisions in a manner adverse to the holders of the Securities; and (j) impair the right of Noteholders to convert Securities into Common Stock of the Company or otherwise to receive any cash, securities or other property receivable by a holder upon conversion of Securities. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes. (c) It Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 11.07 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except Solely with respect to the extent Notes, Section 10.2 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “Except as provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture9.02, the Indenture and the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes voting as a single class then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each Holder of Notes issued under this Indenturean outstanding Note affected, an amendment no amendment, supplement or waiver may not (with respect to any Note held by a non-consenting Holder):may, among other things: (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount stated rate of interest or change extend the Maturity Date stated time for payment of interest on any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote; (3) reduce the rate principal of or change extend the time for payment Stated Maturity of interest on any such NotesNote; (4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on any such the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) make reduce the premium payable upon the redemption or repurchase of any such Note payable or change the time at which any Note may be redeemed or repurchased as described under Sections 3.01, 4.07 or 4.08 hereof whether through an amendment or waiver of provisions in currency other than that stated in such Notethe covenants, definitions or otherwise (except amendments to the definition of “Change of Control”); (6) make any change to Note payable in money other than that stated in the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesNote; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the Issuer’s obligation due dates therefor or to purchase Notes arises hereunder, amend, change institute suit for the enforcement of any payment on or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturesuch Holder’s Notes; or (9) modify 8) make any change in the amendment or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) waiver provisions which require each Holder’s consent. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 the Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof. (d) of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such Xxxxxx’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 the Indenture becomes effective, the Issuer Company shall send be required to give to the Holders affected thereby a notice briefly describing such amendment, supplement or waiver. Notwithstanding the foregoing, the failure to give such notice to all the Holders, or any defect in the notice shall not impair or affect the validity of the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared Any Notes held by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure Company or an Affiliate of the Issuer Company shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the holders of the requisite aggregate principal amount of the outstanding Notes have consented to send such noticeor voted for a modification, amendment or any defect therein, shall not, however, in any way impair or affect waiver of the validity terms of any such amendment, supplement or waiverthe Indenture.

With Consent of Noteholders. Subject to Section 8.7 hereof, the Company and the Trustee may amend or supplement this Indenture or the Notes with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender offer) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), . Subject to Section 8.4 and any existing Default or compliance with any provision of this IndentureSection 8.7 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as may also waive compliance in a single class (including, without limitation, consents obtained in connection particular instance by the Company with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) any provision of this Section 8.02Indenture or the Notes. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note held by a non-consenting Holder):not: (1a) reduce the principal amount of Notes issued under this Indenture whose Holders holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesNote; (4c) reduce the principal of or change the fixed maturity of any Note or alter the redemption provisions of Sections 5 and 6 of the Notes or alter the repurchase provisions of Section 7 of the Notes. (d) make any Note payable in money other than that stated in the Note; (e) make any change in Section 8.4, Section 8.7 or Section 11.2 hereof (including this sentence); (f) waive a Default or Event of Default default in the payment of the principal of or premium, if anyof, or interest on or Liquidated Damages (if any) on, any such Notes Note (except a rescission of acceleration of the Notes by the Holders holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5g) make waive a redemption payment or repurchase payment payable on any such Note payable in currency other than that stated in such Note;; or (6h) make any change to in Article 5 and Article 6 hereof that adversely affects the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders interests of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation Noteholders. To secure a consent of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurredNoteholders under this Section 11.2, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders 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 shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Notes or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. (a) Except to the extent provided in The provisions of Section 8.01 and subsection (b) 9.02 of this First Supplemental Indenture shall supersede and replace the provisions of Section 8.02, this Indenture9.02 of the Original Indenture for purposes of the Notes. Except as provided below, the Notes Company and the Trustee may amend the Indenture or the Note Guarantees may be amended Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes), and without notice to any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the other Noteholder. The Holders of at least a majority in principal amount of the Notes then outstanding may waive compliance by the Company with any provision of the Notes voting as a single class or of the Indenture relating to such Notes (includingother than any Default or Event of Default in payment of any amount of interest, principal, premium, if any, or additional interest on the Notes) without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without notice to any Noteholders. Without the consent of each Holder Noteholder affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04 of Notes issued under this the Original Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1a) reduce the principal amount of Notes issued under this Indenture whose Holders Noteholders must consent to an amendment, amendment or supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest interest, including defaulted interest, on any such Note; (c) make any change that impairs or adversely affect the right of a Holder to convert any Notes; (4d) reduce the principal of or extend the Maturity Date of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (e) make any Note payable in money other than that stated in such Note; (f) make any change in Section 6.02 or this Section 9.02 of this First Supplemental Indenture or Sections 6.04 or 6.07 of the Original Indenture; (g) adversely modify the ranking or priority of the Notes; or (h) waive a Default or Event of Default in the payment of interest on, principal of or of, premium, if any, or additional interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) . It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver amendment under Section 8.01 or this Section 8.02 9.02 becomes effective, the Issuer Company shall send provide to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Issuer may elect in its sole discretion failure to have the Trustee mail give such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of an amendment under this Section 9.02. The right of any such amendmentHolder to participate in any consent required or sought pursuant to any provision of the Indenture, supplement and the obligation of the Company to obtain any consent otherwise required from that Holder, may be subject to the requirement that the Holder shall have been the Holder of record of Notes with respect to which the consent is required or waiversought as of a date identified by the Trustee in a notice furnished to Holders in accordance with the Indenture. For the avoidance of doubt, other than Sections 9.01 and 9.02 of the Original Indenture (which sections are superseded in their entirety by Sections 9.01 and 9.02 of this First Supplemental Indenture), the provisions of Article Nine of the Original Indenture shall apply to the Notes.

With Consent of Noteholders. (a) Except to the extent as otherwise provided in Section 8.01 and subsection (b) of this Section 8.02, this Indentureherein, the Notes or Company and the Note Guarantees Fiscal Agent may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendmentamend, supplement or waiver; (2) reduce the principal amount of modify this Agreement or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3i) Business Days with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes and or (ii) upon the adoption of a waiver resolution, at meetings of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change Noteholders held pursuant to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitationArticle IX at which, in each case, a quorum is present, by amending, changing or modifying any the Holders of not less than a majority in principal amount of the definitions relating thereto;Outstanding Notes. In addition, the Holders of a majority in aggregate principal amount of the Outstanding Notes may waive compliance by the Company with any provision of this Agreement or the Notes, either by written consent or by affirmative vote at meetings of Noteholders as described above. Without the written consent or affirmative vote of each Noteholder affected, no amendment, supplement, modification or waiver under this Section may: (8) release Parenti) change the Maturity Date of, Crown or the dates for payment of interest on, any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureNote; or (9ii) reduce the Make-Whole Amount with respect to, principal amount of, or interest rate on, any Note; or (iii) change the place or currency or payment of principal of, interest on, or Make-Whole Amount with respect to, any Note; or (iv) change the Company's obligations under Section 4.2 hereof; or (v) reduce the percentage in principal amount of Notes the consent of whose Noteholders is required to amend, supplement or modify this Agreement or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in to make, take or give any request, demand, authorization, direction, notice, consent, waiver (including waiver of future compliance or past failure to perform) or other action provided thereby to be made, taken or given; or (vi) reduce the percentage of aggregate principal amount of Outstanding Notes that constitutes the quorum at any meeting of Noteholders at which a manner adverse to the Holders of Notesresolution is adopted. (cb) It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. The Company may establish, by delivery of an Officer's Certificate to the Fiscal Agent, a record date for determining Noteholders of record entitled to give any consent or waiver. (dc) After an amendment, amendment or supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Fiscal Agent shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on Company briefly describing the Issuer’s behalf and at the Issuer’s sole expenseamendment or supplement. Any failure of the Issuer Fiscal Agent to send mail each such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiversupplemental agreement.

With Consent of Noteholders. With the consent (a) Except to the extent evidenced as provided in Section 8.01 and subsection (b6.01) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Subordinated Notes and (voting as a waiver single class), the Issuer, when authorized by a resolution of its Board, the Guarantor, when authorized by a resolution of the payment default Guarantor's Board (each of which resolutions may provide general authorization for such action and may provide that resulted the specific terms of such action may be determined by officers authorized thereby), and the Trustee may, from such acceleration); (5) make time to time and at any such Note payable time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in currency other than that stated in such Note; (6) make any change to manner or eliminating any of the provisions of this Indenture relating to Indenture, the waiver Subordinated Notes or the Guarantees or of past Defaults or modifying in any manner the rights of Holders the Noteholders; provided, that no such supplemental indenture shall (i) modify the final maturity of any Subordinated Note; (ii) reduce the principal amount or Redemption Amount payable in respect of a Subordinated Note; (iii) modify the rate or extend the time of payment of interest thereon; (iv) make the principal thereof (including any amount in respect of OID), or interest thereon, payable in any coin or currency or modify any provisions for converting any currency into any other currency other than as provided in the Subordinated Notes or in the Indenture; (v) reduce the amount of the Notes issued hereunder to receive payments of principal of an OID Subordinated Note that would be due and payable upon an Event of Default; (vi) impair the right of any Noteholder to institute suit for the payment of any amount due on a Subordinated Note without the consent of such Noteholder; (vii) modify the quorum required at any meeting of Noteholders or interest the majority required to pass an Extraordinary Resolution; or (viii) waive the applicability of the Guarantees, in each case without the consent of one or more persons holding or representing not less than 100% in principal amount of the then Outstanding Subordinated Notes. Upon the request of the Issuer or the Guarantor, accompanied by a copy of a resolution of the Board or the Guarantor's Board (each of which resolutions may provide general authorization for such action and Additional Amountsmay provide that the specific terms of such action may be determined by officers authorized thereby) certified by the secretary or an assistant secretary of the Issuer or the Guarantor authorizing the execution of any such supplemental indenture and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and other documents, if any, on required by Section 6.01, the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of Trustee shall join with the Issuer to make and consummate a Change the Guarantor in the execution of Control Offer with respect to a Change of Control Repurchase Event that has occurredsuch supplemental indenture unless such supplemental indenture affects the Trustee's own rights, including, without limitationduties or immunities under this Indenture or otherwise, in each casewhich case the Trustee may in its discretion, by amendingbut shall not be obligated to, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) enter into such supplemental indenture. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 section to approve the particular form of any proposed amendment, supplement or waiversupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective. Promptly after the execution by the Issuer, the Issuer shall send Guarantor and the Trustee of any supplemental indenture pursuant to the Holders affected thereby a notice briefly describing the amendmentprovisions of this Section, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee shall give notice thereof by (a) first class or equivalent mail such notice prepared by to the Issuer Noteholders at their addresses as they shall appear on the Issuer’s behalf and at Register or (b) by any other means set forth in such supplemental indenture, setting forth in general terms the Issuer’s sole expensesubstance of such supplemental indenture. Any failure of the Issuer Trustee to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiversupplemental indenture."

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) and (c) of this Section 8.02, this Indenture, the Notes Notes, any Note Guarantee or the Note Guarantees Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes Notes, any Note Guarantee or the Note Guarantees Notes Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indentureaffected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, than the provisions of Section Sections 4.07 and 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make modify any change to of the provisions of in this Indenture relating to regarding the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults; (7) amend the contractual right expressly set forth in this Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Issuer’s obligation to purchase Notes arises hereunder, amend, change Stated Maturity or modify in Redemption Date of any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating theretosuch Note; (8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesHolders. (c) In addition, without the consent of the Holders of at least 66⅔% in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens created pursuant to the Notes Security Documents (except as permitted by the terms of this Indenture or the Notes Security Documents) or changing or altering the priority of the security interests of the Holders in the Collateral under the Intercreditor Agreements, (2) make any change in the Notes Security Documents or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders in any material respect or (3) modify the Notes Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture or the Notes Security Documents; provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of the Notes) then outstanding under this Indenture, then only the consent of the Holders of at least 66⅔% in aggregate principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (de) No amendment of, or supplement or waiver to, this Indenture, the Notes, any Note Guarantee or the Notes Security Documents shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the Intercreditor Agreements. No amendment of, or supplement or waiver to the Intercreditor Agreements shall be permitted to be effected without the consent of the Collateral Agent, the ABL Collateral Agent and any other Fixed Asset Representative then party thereto, other than pursuant to the terms thereof. (f) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 Modifications and subsection (b) amendments of this Section 8.02, this Indenture, the Notes or the Note Guarantees Indenture may be amended made by the Company and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for the Notes); provided, and any existing Default however, that no such modification or compliance with any provision of amendment to this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02Indenture may, without the consent of each the Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any each Note held by a non-consenting Holder):affected thereby: (1) reduce change the principal amount maturity of Notes issued under the Accreted Value of or any installment of interest on any such Note or alter the optional redemption or repurchase provisions of any such Note or this Indenture whose in a manner adverse to the Holders must consent to an amendment, supplement or waiverof the Notes; (2) reduce the principal amount Accreted Value of (or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of premium on) any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote; (3) reduce the rate of or change extend the time for payment of interest on any such NotesNote; (4) waive reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed as described in Article Three of this Indenture and paragraph 5 of the Note; (5) change the currency of payment of Accreted Value of (or premium on) or interest on any such Note; (6) modify the ranking or priority of any such Note (provided that neither the existence or lack of a security interest nor the priority thereof shall be deemed to affect the ranking or priority of any note); (7) impair the right of the Holders of Notes to receive payment of Accreted Value of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any such Note; (8) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default or Event of Default in respect thereof; (9) waive a default in the payment of principal of or premiumof, if anyinterest on, or interest on any such redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority thereof as provided in aggregate principal amount of the then outstanding Notes this Indenture and a waiver of the payment default that resulted from such acceleration); (510) make any such Note payable in currency other than that stated in such Note; (6) make any change to following the provisions consummation of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect or the date the Company is required to make a Net Proceeds Offer, modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make the relevant Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing Offer or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees Net Proceeds Offer in a manner materially adverse to the Holders of Notes.Notes affected thereby; (c11) make any change in the amendment or waiver provisions of this Indenture; (12) change the method of calculation of Accreted Value. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. Except as provided below in this Section 11.02, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 8.04 and any existing Default or compliance with any provision of this Indenture8.07 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes). (bSecurities) Notwithstanding subsection (a) waive any existing Default or Event of Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of of, or change the time for payment of of, interest or Liquidated Damages on any such NotesSecurity; (4c) reduce the principal of or change the fixed maturity of any Security or alter the redemption provisions with respect thereto (including, without limitation, the amount of any premium payable upon redemption); (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a Default or Event of Default default in the payment of the Designated Event Payment or the Special Redemption Payment or any principal of of, or premium, if any, or interest on or Liquidated Damages, if any, on, any such Notes Security (except other than a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes pursuant to Section 8.02 hereof and a waiver of nonpayment of principal, premium, if any, interest or Liquidated Damages, if any, that have become due solely because of such acceleration of the payment default that resulted from such accelerationSecurities); (5g) make at any time after a Designated Event or AVEX Acquisition Event has occurred, change the time at which the related repurchase or redemption offer must be made or at which the Securities must be repurchased or redeemed pursuant to such Note payable in currency other than that stated in such Noteoffer; (6h) waive a redemption or repurchase payment payable on any Security; (i) make any change to the provisions of this Indenture relating to the waiver of past Defaults or in the rights of Holders holders of the Notes issued hereunder Securities to receive payments payment of principal of of, or interest and Additional Amountspremium, if any, on or interest or Liquidated Damages, if any, on, the NotesSecurities; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9j) modify the conversion or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees subordination provisions in a manner adverse to the holders of the Securities; (k) impair the right of Noteholders to convert Securities into Common Stock of the Company or otherwise to receive any cash, securities or other property receivable by a holder upon conversion of Securities; (l) modify or amend the Escrow Agreement in a manner adverse to the holders of the Securities; or (m) release the security interest granted in favor of the Trustee on behalf of the holders of Securities in the Escrowed Funds other than pursuant to the terms of the Escrow Agreement. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes. (c) It Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 11.07 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except The Company, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to the extent provided in Section 8.01 and subsection (b) of amend this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended with the written consent of the Holders of at least a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or may waive compliance by the Company with any provision of this Indenture, Indenture or the Notes or without prior notice to any other Noteholder. Notwithstanding the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02preceding paragraph, without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest interest, including default interest, on any such NotesNote; (3) reduce the principal of or change the Stated Maturity of any Note or make the Notes redeemable at the Company's option; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such the Note; (5) make any change in this Section 8.02; (6) make any change to in this Indenture that adversely affects the ranking of the Notes or any Note Guarantee; (7) make any change in provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments payment of principal of or and interest and Additional Amounts, if any, on the NotesNotes or permitting Holders of a majority in principal amount of Notes to waive Defaults; (7) 8) after the Issuer’s obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer or a Net Proceeds Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto;make and complete such Net Proceeds Offer; or (8) 9) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise other than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse pursuant to the Holders provisions of Notes. (c) Section 10.05. It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection subsections (b) of and (c) and this Section 8.02, this Indenture, the Notes or Notes, the Note Guarantees or any provision of any Security Document (except as provided therein) or the Proceeds Sharing Agreement (except as provided therein) affecting the Holders may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or Notes, the Note Guarantees or any provision of the Security Documents or the Proceeds Sharing Agreement affecting the Holders may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, except as provided in subsection (c) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverwaiver or make any change to this Section 8.02(b); (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 or 4.12 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)) in accordance with the provisions of Article Six; (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or of, and interest and Additional Amounts, if any, on the Notes or otherwise impair the right to institute suit for the enforcement of any payment on or with respect to the Notes, the Note Guarantees or the Security Documents; (7) after the IssuerCompany’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurredoccurred or make and consummate an Asset Sale Offer with respect to any Asset Sale that has been consummated, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) Notwithstanding the foregoing, (i) in addition to the release of Collateral expressly permitted by this Indenture and the Security Documents, Collateral may be released under this Indenture and the Security Documents with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding and (ii) if both (a) a Default or Event of Default shall have occurred and be continuing with respect to the Notes and (b) there shall have been commenced and be continuing with respect to the Company either (x) an amicable settlement (réglement amiable) proceeding under Article L611-3 of the French Commercial Code, (y) an ad hoc mandate (Mandat Ad Hoc) or (z) a bankruptcy proceeding (Redressement Judiciaire) under Article L620-1 et seq. of the French Commercial Code, then, subject to applicable United States securities laws including, without limitation, the TIA, the provisions of this Indenture and all of the Notes and Note Guarantees described in clauses (1) through (9) of Section 8.02(b) may be amended and/or all or any portion of such Notes may be exchanged for other securities of the Company, in each case, with the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding; provided that each such amendment, waiver or exchange, as the case may be, shall apply equally to all Notes issued under this Indenture unless otherwise consented to by the Holder of each Note to which such amendment, waiver or exchange shall not so apply. (d) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (de) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for for, Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indentureaffected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter in a manner adverse to the Holders of the Notes the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, than the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make modify any change to of the provisions of this in the Indenture relating to regarding the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesDefaults; (7) amend the contractual right expressly set forth in the Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Issuer’s obligation to purchase Notes arises hereunder, amend, change stated maturity or modify in Redemption Date of any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating theretosuch Note; (8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesHolders. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. (a) Except Section 9.2 of the Original Indenture is hereby amended and restated with respect to the extent provided in Section 8.01 Notes (but not with respect to any other series of Securities) as follows: “The Company and subsection (b) of the Trustee may amend this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended with the written consent or affirmative vote of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class Outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for for, the Notes), and without prior notice to any existing Default or compliance with any provision of this Indentureother Noteholder. However, without the Notes written consent or the Note Guarantees may be waived with the consent affirmative vote of the Holders Holder of at least a majority in principal amount of the then outstanding Notes voting as a single class each Outstanding Note affected by such amendment (including, without limitation, consents obtained in connection with a or purchase of, or tender offer or exchange offer for for, the Notes)., an amendment may not: (a) change the Maturity Date of any Note or the date of any interest payment due upon any Note; (b) Notwithstanding subsection (a) reduce the rate of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to interest on any Note held by a non-consenting Holder):Note; (1c) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiverany Note; (2d) reduce the principal amount of or change payable upon the Maturity Date repurchase of any Notes; (e) change the Company’s obligation to repurchase any Notes upon a Fundamental Change in a manner adverse to the Holders; (f) except as otherwise permitted pursuant to this Indenture, affect the right of a Holder to convert any Notes and receive the Conversion Settlement Amount in satisfaction of the Conversion Obligation or alter reduce the provisions Conversion Rate; (g) impair the right of a Holder to receive payment with respect to the redemption Notes or to institute suit for payment of any such Notes; (h) change the currency in which any Note is payable; (i) change the Company’s obligation to maintain an office or agency in New York City under Section 4.03 hereof; (j) reduce the percentage in aggregate principal amount of the Outstanding Notes other thanrequired for waiver of past Defaults or Events of Default pursuant to Section 6.02, or otherwise modify Section 6.02 in any manner materially adverse to any Holder, except as set forth to increase the percentage in clause aggregate principal amount of the Outstanding Notes required for waiver or to provide for consent of each affected Noteholder; or (7k) belowmake any change to the second sentence of this Section 8.02. For the avoidance of doubt, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption only written consent or affirmative vote required to approve any of the Notes may be reduced to not less than three (3) Business Days with foregoing changes is the written consent or affirmative vote of the Holder of each Note affected by such change; the written consent or affirmative vote of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) not additionally required. It shall is not be necessary for the consent of the Holders of Notes under this Section 8.02 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver amendment under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Issuer may elect in its sole discretion failure to have the Trustee mail give such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement or waiveran amendment under this Section.”

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this IndentureThe Company, the Notes or Guarantors and the Note Guarantees may be amended Trustee, with the consent of the Holders of at least not less than a majority in aggregate principal amount of the then outstanding Notes voting as a single class (includingNotes, without limitation, consents obtained may execute supplemental indentures adding any provisions to or changing in connection with a purchase of, tender offer any manner or exchange offer for Notes), and any existing Default or compliance with eliminating any provision of this Indenture, Indenture or any Security Document or modifying the Notes rights of such Holders (it being understood that the provisions of the Security Documents which may by their terms be amended or the Note Guarantees may be waived with without the consent of the Holders of at least a majority in principal amount Noteholders do not require the consent of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for NotesNoteholders contemplated hereby). (b) Notwithstanding subsection (a) However, no modification or amendment of this Section 8.02Indenture or the Security Documents may, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):affected thereby, (1) reduce change the Stated Maturity of the principal amount of, or any installment of Notes issued under this Indenture whose Holders must consent interest on, any Note or alter the provisions with respect to an amendment, supplement or waiver;redemption, (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amountsinterest, if any, on the Notes;any Note, (73) reduce any amount payable upon the occurrence of an Event of Default, (4) after the Issuer’s obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer or an Asset Sale Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect or make and complete such Asset Sale Offer, (5) change the place or currency of payment of principal of or premium, if any, or interest, if any, on any Note, (6) impair the right to a Change institute suit for the enforcement of Control Repurchase Event that has occurred, including, without limitationany payment on or after the Stated Maturity (or, in each casethe case of a redemption, by amendingon or after the applicable Redemption Date) of any Note or in any way change Section 6.08, changing or modifying (7) in any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee way change Section 6.04 or this Indenture otherwise than in accordance Section 8.02 or the respective related definitions or reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary to modify, amend or waive compliance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.Security Document,

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection clause (b) of this Section 8.02, this Indenture, the Notes or the any Note Guarantees Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the any Note Guarantees Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection clause (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) belowof this Section 8.02, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to make an offer to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. Subject to Section 8.7 hereof, the Company and the Trustee may amend or supplement this Indenture or the Notes with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender offer) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), . Subject to Sections 8.4 and any existing Default or compliance with any provision of this Indenture8.7 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as may also waive compliance in a single class (including, without limitation, consents obtained in connection particular instance by the Company with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) any provision of this Section 8.02Indenture or the Notes. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note held by a non-consenting Holder):not: (1a) reduce the principal amount of Notes issued under this Indenture whose Holders holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesNote; (4c) reduce the principal of or change the fixed maturity of any Note or alter the redemption provisions of Sections 5 and 6 of the Notes or alter the repurchase provisions of Section 7 of the Notes. (d) make any Note payable in money other than that stated in the Note; (e) make any change in Section 8.4, 8.7 or 11.2 hereof (including this sentence); (f) waive a Default or Event of Default default in the payment of the principal of or premium, if anyof, or interest on or Liquidated Damages (if any) on, any such Notes Note (except a rescission of acceleration of the Notes by the Holders holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5g) make waive a redemption payment or repurchase payment payable on any such Note payable in currency other than that stated in such Note;; or (6h) make any change to in Articles 5 and 6 hereof that adversely affects the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders interests of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation Noteholders. To secure a consent of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurredNoteholders under this Section 11.2, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders 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 shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Notes or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. (a) Except Solely with respect to the extent Notes, Section 10.2 of the Original Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof: “Except as provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture9.02, the Indenture and the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes voting as a single class then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each Holder of Notes issued under this Indenturean outstanding Note affected, an amendment no amendment, supplement or waiver may not (with respect to any Note held by a non-consenting Holder):may, among other things: (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount stated rate of interest or change extend the Maturity Date stated time for payment of interest on any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such HoldersNote; (3) reduce the rate principal of or change extend the time for payment Stated Maturity of interest on any such NotesNote; (4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on any such the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) make reduce the premium payable upon the redemption or repurchase of any such Note payable or change the time at which any Note may be redeemed or repurchased as described under Sections 3.01, 4.07 or 4.08 hereof whether through an amendment or waiver of provisions in currency other than that stated in such Notethe covenants, definitions or otherwise (except amendments to the definition of “Change of Control”); (6) make any change to Note payable in money other than that stated in the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the NotesNote; (7) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the Issuer’s obligation due dates therefor or to purchase Notes arises hereunder, amend, change institute suit for the enforcement of any payment on or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenturesuch Holder’s Notes; or (9) modify 8) make any change in the amendment or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) waiver provisions which require each Holder’s consent. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 the Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereof. (d) of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 the Indenture becomes effective, the Issuer Company shall send be required to give to the Holders affected thereby a notice briefly describing such amendment, supplement or waiver. Notwithstanding the foregoing, the failure to give such notice to all the Holders, or any defect in the notice shall not impair or affect the validity of the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared Any Notes held by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure Company or an Affiliate of the Issuer Company shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the holders of the requisite aggregate principal amount of the outstanding Notes have consented to send such noticeor voted for a modification, amendment or any defect therein, shall not, however, in any way impair or affect waiver of the validity terms of any such amendment, supplement or waiverthe Indenture.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this IndentureThe Company, the Notes Subsidiary Guarantors and the Trustee may amend this Indenture or the Note Guarantees may be amended Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), without notice to any other Noteholder. However, without the consent of each Holder of an outstanding Note affected (in addition to the majority in aggregate principal amount of the Notes voting as a single class then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for for, the Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1a) reduce the principal amount of Notes issued under this Indenture whose Holders Noteholders must consent to an amendment, supplement amendment or waiverwaive any past Default; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change extend the time for payment of interest on any such Note; (c) reduce the principal of or extend the Maturity Date of any Note; (d) reduce the principal payable upon acceleration of the Maturity Date of any Note; (e) make any change that impairs or adversely affect the right of a Holder to convert any Notes; (4f) waive a Default reduce the Fundamental Change Repurchase Price or Event change the time at which any Notes may be put by Noteholders for repurchase by the Company in accordance with Article 3, or amend or modify in any manner adverse to the Noteholders the Company’s obligation to make such payments, whether through an amendment or waiver of Default provisions in the payment of principal of covenants, definitions or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)otherwise; (5g) make any such Note payable in a currency other than that stated in such the Note; (6h) release any Subsidiary Guarantor from its Note Guarantee, except as otherwise provided in this Indenture; (i) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (j) make any change to in Section 6.05 or the provisions second sentence of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) Section 9.02. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver amendment under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Issuer may elect in its sole discretion failure to have the Trustee mail give such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement or waiveran amendment under this Section.

With Consent of Noteholders. (a) Except The Issuers, when authorized by a board resolution, and the Trustee and, if the amendment relates to any Collateral Agreement, the extent provided in Section 8.01 and subsection (b) of this Section 8.02, Collateral Agent may enter into one or more supplemental indentures to amend this Indenture, the Notes or the Note Guarantees may be amended Collateral Agreement with the written consent of the Holders of at least a majority 66⅔% (or with respect to the release of all or substantially all of the Collateral otherwise than in accordance with the terms of this Indenture and the Collateral Agreements, 75%) of the aggregate principal amount of the then outstanding Notes. Subject to Section 6.04, the Holders of at least 66⅔% (or with respect to the release of all or substantially all of the Collateral otherwise than in accordance with the terms of the Indenture and the Collateral Agreements, 75%) of the aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or may waive compliance by the Company with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, Collateral Agreement without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes)prior notice to any other Noteholder. (b) Notwithstanding subsection (a) of this Section 8.02the preceding paragraph, without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement amendment or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest interest, including default interest, on any such NotesNote; (3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such the Note; (5) make any change in this Section 8.02; (6) make any change to the provisions of in this Indenture relating to adversely affect the waiver ranking in right of past Defaults or the rights of Holders payment of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notesany Guarantee; (7) make any change in Section 6.04 or 6.08; (8) impair or affect the right of any holder of Notes to receive payment of principal of and interest on the Notes on or after the Issuer’s due dates therefor or to institute suit for payment for the enforcement of any such payment on or after the due dates therefor, or make any changes in the provisions of the Indenture permitting holders of at least 66⅔% (or, with respect to the release of all or substantially all of the Collateral otherwise than in accordance with the Indenture or the Collateral Agreements, 75%) of the aggregate principal amount of the outstanding Notes to waive any past Default and its consequences; (9) after the obligation has arisen to purchase Notes arises hereundermake a Change of Control Offer, amend, change or modify in any material respect the obligation of the Issuer Company to make and consummate a complete such Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureControl; or (910) modify or change release any provision Guarantor from its Guarantee other than pursuant to the provisions of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesIndenture. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer Company to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. (e) Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. (a) Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture or the Notes with the written consent of the Noteholders of not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes) and subject to Section 6.04 and 6.07 any existing Default or Event of Default and its consequences (other than a Default or Event of Default in the extent provided in Section 8.01 and subsection (bpayment of principal premium, if any, or interest, if any, on the Notes except a payment default resulting from an acceleration of the Notes that has been rescinded) or compliance with any provision of this Section 8.02, this Indenture, Indenture or the Notes or the Note Guarantees may be amended waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section 9.02 may not (with respect to any Note Notes held by a non-consenting Holder): (1i) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2ii) reduce the stated rate of or extend the stated time for payment of any interest on any Note; (iii) reduce the principal amount of or change extend the Stated Maturity Date of any Notes, Note or alter the redemption provisions (including without limitation Sections 3.07, 3.09, 4.11 and 4.14 hereof) with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holdersthereto; (3iv) reduce the rate premium payable upon the redemption or repurchase of any Note or change the time for payment of interest on at which any such NotesNote may be redeemed in accordance with Section 3.07; (4v) make any Note payable in money other than that stated in the Note; (vi) make any change in Section 6.04 or 6.07 hereof or in this Section 9.02(a); (vii) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on interest, if any, on, or redemption payment with respect to, any such Notes or Note (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6ix) make any change to in the amendment provisions of this Indenture relating to which require each Holder's consent or in the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indentureprovisions; or (9x) modify or change release any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of NotesSubsidiary Guarantor from its Subsidiary Guaranty, except as provided herein. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

With Consent of Noteholders. Subject to Section 7.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (a) Except to the extent provided including consents obtained in Section 8.01 and subsection (bconnection with any tender or exchange offer for Securities) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders Noteholders of at least a majority in principal amount of the then then-outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), Securities. Subject to Sections 7.04 and any existing Default or compliance with any provision of this Indenture7.07 hereof, the Notes or the Note Guarantees may be waived with the consent Noteholders of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class may also by their written consent (including, without limitation, including consents obtained in connection with a purchase of, any tender offer or exchange offer for Notes). (bSecurities) Notwithstanding subsection (a) waive any existing Default as provided in Section 7.04 or waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities. However, without the consent of each Holder of Notes issued Noteholder affected, an amendment, supplement or waiver under this Indenture, an amendment or waiver Section may not (with respect to any Note Securities held by a non-consenting Holdernonconsenting Noteholder): (1a) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3b) reduce the rate of or change the time for payment of interest on any such NotesSecurity; (4c) waive a Default or Event of Default in reduce the payment of principal of or premium, if any, change the fixed maturity of any Security or interest on any such Notes (except a rescission of acceleration of Notes by alter the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)redemption provisions with respect thereto; (5d) make any such Note Security payable in currency money other than that stated in such Notethe Security; (6e) make any change to the provisions of in Section 7.04, 7.07 or 10.02 hereof (this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notessentence); (7f) after waive a default in the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation payment of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Designated Event that has occurredPayment or principal of, includingor interest on, without limitation, any Security (other than as provided in each case, by amending, changing or modifying any of the definitions relating theretoSection 7.04); (8) release Parent, Crown or g) waive a redemption payment payable on any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this IndentureSecurity; or (9h) modify or make any change any provision that adversely affects the right of this Indenture affecting the ranking Noteholders to convert Securities into Common Stock of the Notes or Note Guarantees in Company. 42 49 To secure a manner adverse to consent of the Holders of Notes. (c) It Noteholders under this Section 10.02, it shall not be necessary for the consent of the Holders of Notes under this Section 8.02 Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) . After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement amendment or waiver.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this IndentureThe Company, the Notes Subsidiary --------------------------- Guarantors and the Trustee may amend this Indenture or the Note Guarantees may be amended Securities without notice to any Noteholder but with the written consent of the Holders Noteholders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, tender offer or exchange offer for Notesthe Securities), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding subsection (a) of this Section 8.02. However, without the consent of each Holder of Notes issued under this IndentureNoteholder affected, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):not: (1i) reduce the principal amount of Notes issued under this Indenture Securities whose Holders Noteholders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3ii) reduce the rate of or change extend the time for payment of interest on any such NotesSecurity; (4iii) waive a Default or Event of Default in reduce the payment of principal of or premium, if any, or interest on extend the Stated Maturity of any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration)Security; (5iv) 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 such Note Security payable in currency money other than that stated in such Notethe Security; (6vi) make any change to the provisions of this Indenture relating to the waiver of past Defaults in Article 10 or Article 12 that adversely affects the rights of Holders of the Notes issued hereunder to receive payments of principal of any Noteholder under Article 10 or interest and Additional Amounts, if any, on the NotesArticle 12; (7vii) after make any change in Section 6.04 or 6.07 or the Issuer’s obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms second sentence of this IndentureSection 9.02; or (9viii) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Subsidiary Guarantees in a any manner adverse to the Holders of Notes. (c) Noteholders. It shall not be necessary for the consent of the Holders of Notes Noteholders under this Section 8.02 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. . An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (dor any group or Representative thereof authorized to give a consent) consent to such change. After an amendment, supplement or waiver amendment under Section 8.01 or this Section 8.02 9.02 becomes effective, the Issuer Company shall send mail to the Holders affected thereby Noteholders a notice briefly describing the such amendment, supplement or waiver. The Issuer may elect in its sole discretion failure to have the Trustee mail give such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such noticeall Noteholders, or any defect therein, shall not, however, in any way not impair or affect the validity of any such amendment, supplement or waiveran amendment under this Section 9.02.

With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection clause (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees any Guarantee may be amended with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees any Guarantee may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes); provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of at least a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required and (y) if any such amendment, supplement or waiver by its terms will affect a series of Notes in a manner that is different from and materially adverse relative to the manner in which such amendment, supplement or waiver affects other series of Notes, then the consent of the Holders of at least a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required. (b) Notwithstanding subsection clause (a) of this Section 8.02, without the consent of each Holder of Notes issued under this IndentureIndenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) belowof this Section 8.02, the provisions of Section 4.08 4.07 of this Indenture and the provisions of Section 3.07 of this Indenture; provided that the notice period for redemption of the Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders; (3) reduce the rate of or change the time for payment of interest on any such Notes; (4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding applicable series of Notes and a waiver of the payment default that resulted from such acceleration); (5) make any such Note payable in currency other than that stated in such Note; (6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes; (7) after the Issuer’s obligation to make an offer to purchase Notes arises hereunderhereunder (because, for the avoidance of doubt, a Change of Control has occurred) amend, change or modify in any material respect the obligation obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control Repurchase Event that has occurred, including, without limitation, in each case, by amending, changing or modifying any of the definitions relating thereto; (8) release Parent, Crown the Issuer or any other Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders of Notes. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 8.02 to approve the particular form of any proposed amendment, supplement amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (d) After an amendment, supplement or waiver under Section 8.01 or this Section 8.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Issuer may elect in its sole discretion to have the Trustee mail such notice prepared by the Issuer on the Issuer’s behalf and at the Issuer’s sole expense. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.