Common use of With the Consent of Holders Clause in Contracts

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. Subject to Section 6.07, the Issuer and the Guarantors, when authorized by a Board Resolution, and the Trustee may amend this Indenture or the Notes with the written consent of the holders of at least a majority in aggregate principal amount of the then outstanding Notes (A) Generallyincluding consents obtained in connection with a tender offer or exchange offer for Notes). Subject to Sections 8.01, 7.05 6.04 and 7.08 and the immediately following sentence6.07, the Company and the Trustee may, with the consent of the Holders holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or outstanding may also waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01However, without the consent of each affected Holderholder of a Note affected, no an amendment or supplement to waiver under this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, maySection may not: (ia) reduce the principalpercentage in aggregate principal amount of outstanding Notes whose holders must consent to an amendment, supplement or extend the stated maturity, of any Notewaiver; (iib) reduce the Redemption Price principal of or Fundamental Change Repurchase Price for any Note premium on or change the times at whichfixed maturity of any Note or, except as permitted pursuant to Section 9.01(a), (d), (g) or (m), alter the circumstances under which, the Notes may or will be redeemed or repurchased by the Companyredemption provisions with respect thereto; (iiic) reduce the rate, rate of or extend change the time for the paymentpayment of interest, of interest including defaulted interest, Additional Interest or a premium on any Note; (ivd) make any change that adversely affects waive a Default or Event of Default in the conversion rights payment of any Note; (v) impair the rights principal of any Holder set forth in Section 7.08 (as such section is in effect or premium, if any, or interest or Additional Interest, if any, on the Issue DateNotes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (vie) change make the ranking of principal of, or premium, if any, or interest or Additional Interest, if any, on, any Note payable in money other than as provided for herein and in the Notes; (viif) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of holders of Notes to receive payments of principal of, premium, if any, or interest or Additional Interest, if any, on the Notes; (g) waive a redemption payment with respect to any Notes; (h) except as permitted herein (including Section 9.01(a)), increase the Conversion Price or, except as set forth in Section 9.01(a), modify the provisions contained herein relating to conversion of the Notes in a manner adverse to the holders thereof; (i) make any Note payable in money, or at a place of payment, money other than that stated in this Indenture or and the NoteNotes; (viiij) reduce the amount of Notes whose Holders must consent to modify any amendment, supplement, waiver or other modificationGuarantee; or (ixk) make any direct or indirect change to any amendment, supplement, waiver or modification provision the abilities of this Indenture holders of Notes to enforce their rights hereunder or the Notes that requires the consent provisions of each affected Holder. For the avoidance of doubt, pursuant to clauses (a) through (i), (ii), (iii) and (iv) of this Section 8.02(A)9.02. To secure a consent of the holders of Notes under this Section, no it shall not be necessary for such holders to approve the particular form of any proposed amendment or supplement to this Indenture or waiver, but it shall be sufficient if such consent approves the Notes, substance thereof. After an amendment or waiver under this Section becomes effective, the Issuer shall mail to holders of any provision of this Indenture Notes a notice briefly describing the amendment or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holderwaiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentenceSection 6.07, the Company and the Trustee maymay amend this Indenture or the Convertible Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Convertible Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Convertible Notes) may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Notes. However, without the consent of each holder of a Convertible Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Notes held by a non-consenting holder): (a) reduce the Holders principal amount of Convertible Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Convertible Note or alter the mandatory repurchase provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest on any Convertible Note; (d) change the make-whole premium payable pursuant to Section 12.01(h) hereof; (e) waive a Default or Event of Default in the payment of principal of or interest or premium, if any, on the Convertible Notes (except a rescission of acceleration of the Convertible Notes by the holders of at least a majority in aggregate principal amount of the Convertible Notes then outstandingoutstanding and a waiver of the payment default that resulted from such acceleration); (f) make the principal of or interest or premium, amend or supplement this Indenture or if any, on, any Convertible Note payable in money other than as provided for herein and in the Notes or waive compliance with Convertible Notes; (g) make any provision change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of holders of Convertible Notes to receive payments of principal of or interest or premium, if any, on the Convertible Notes. Notwithstanding anything ; (h) waive a mandatory repurchase payment with respect to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the any Convertible Notes, or waiver of any provision of this Indenture or the Notes, may:; (i) reduce except as permitted herein (including Section 9.01(a)), increase the principal, Conversion Price or extend modify the stated maturity, provisions contained herein relating to conversion of any Note;the Convertible Notes in a manner adverse to the holders thereof; or (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (ivj) make any change that adversely affects to the conversion abilities of holders of Convertible Notes to enforce their rights under this Indenture. To secure a consent of the holders of Convertible Notes under this Section 9.02, it shall not be necessary for such holders to approve the particular form of any Note; (v) impair proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to holders of Convertible Notes a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Convertible Notes then outstanding must consent to such amendment if such amendment would adversely affect the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking holders of the Convertible Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this the Indenture or the Notes or waive compliance with any provision of this the Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change in any manner adverse to any Holder the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the stated time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note, except as otherwise permitted by this Indenture; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the NoteNote or make any Note payable at a place of payment outside of the continental United States; (viii) reduce the percentage in aggregate principal amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 6.04 and 7.08 and the immediately following sentence6.07, the Company, the Parent Company and the Subsidiary Guarantors, when authorized by their Boards of Directors (as evidenced by a Board Resolution), and the Trustee may, may modify or amend this Indenture and the Notes with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or . Notwithstanding the Notes or waive compliance with any provision foregoing provisions of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.019.02, without the consent of each affected HolderHolder affected, no an amendment or supplement waiver, including a waiver pursuant to this Indenture or the NotesSection 6.04, or waiver of any provision of this Indenture or the Notes, maymay not: (i1) reduce change the principalStated Maturity of the principal of, or extend the stated maturityany installment of interest on, of any Note; (ii2) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at whichprincipal amount of, or the circumstances under whichinterest or premium, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rateif any, or extend the time for the paymenton, of interest on any Note; (iv3) make any change that adversely affects the conversion rights place or currency of payment of principal of, or interest or premium, if any, on, any Note; (v4) impair the rights right to institute suit for the enforcement of any Holder set forth payment on or after the Stated Maturity (or, in Section 7.08 (as such section is in effect the case of a redemption, on or after the Issue Redemption Date)) of any Note or the Parent Guarantee or any Subsidiary Guarantee; (vi5) change reduce the ranking above-stated percentage of outstanding Notes, the Notesconsent of whose Holders is necessary to modify or amend this Indenture; (vii6) make any Note payable waive a default in moneythe payment of principal of, or at a place interest or premium, if any, on, the Notes or modify any provisions of payment, other than that stated in this Indenture relating to modification or the Noteamendment thereof; (viii7) reduce release the amount Parent Guarantee or any Subsidiary Guarantee other than pursuant to the terms of Notes whose Holders must consent to any amendment, supplement, waiver or other modificationthis Indenture; or (ix) make any direct 8) reduce the percentage or indirect change to any amendmentaggregate principal amount of outstanding Notes, supplement, the consent of whose Holders is necessary for waiver or modification provision of compliance with this Indenture or the Notes that requires for waiver of defaults. It shall not be necessary for the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of Holders under this Section 8.02(A)9.02 to approve the particular form of any proposed amendment, no amendment supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to this Indenture the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the NotesCompany to mail such notice, or waiver any defect therein, shall not, however, in any way impair or affect the validity of any provision of this Indenture such supplemental indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holderwaiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.017.05, 7.05 7.08 and 7.08 8.01 and the immediately following sentence, the Company Company, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees; (vii) modify or amend the terms and conditions of the obligations of the Guarantors, as guarantors of the Notes, in any manner that is adverse to the rights of the Holders, as such, other than (A) any elimination of a Guarantee in accordance with this Indenture or (B) to the extent changes are made to the terms and conditions of the Notes in accordance with this Indenture, changes made mutatis mutandis to the obligation of the Guarantors; (viii) make any Note payable in moneya currency, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) make any direct or indirect change to Section 3.04 in any manner that is materially adverse to the rights of the Holders; (x) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixxi) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change reduce the amount or change the type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest Special Interest or Additional Interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors, the Trustee and the Trustee Collateral Agent (if applicable) may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture Indenture, the Notes or the Notes Security Documents or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesSecurity Documents. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the NotesSecurity Documents, or waiver of any provision of this Indenture Indenture, the Notes or the NotesSecurity Documents, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking in respect of right of payment or lien priority of the NotesNotes or the Guarantees; (vii) other than in accordance with the provisions of this Indenture, modify any Guarantee or release any Guarantee or a Guarantor from its obligations under this Indenture, in each case, in any manner materially adverse to the Holders; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture Indenture, the Notes or the Notes Security Documents that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii), (iv) and (ivv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. Notwithstanding the foregoing, the Company, the Guarantors and the Trustee may, with the consent of the Holders representing not less than seventy-five percent in aggregate principal amount of the Notes then outstanding, amend or modify the definition of “Fundamental Change” or the other definitions used in such definition. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors, the Trustee and the Trustee Collateral Agent may, with the consent of the Holders of a majority at least 75% in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture Indenture, the Notes or the Notes Guarantees or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesGuarantees. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the NotesGuarantees, or waiver of any provision of this Indenture Indenture, the Notes or the NotesGuarantees, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price Accreted Principal Amount or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note, including to the Conversion Rate and any adjustments thereto, or amend or modify the definition of “Fundamental Change” or the other definitions used in such definition; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees; (vii) other than in accordance with the provisions of this Indenture, (x) modify any Guarantee or release any Guarantee or a Guarantor from its Obligations under this Indenture, in each case, in any manner materially adverse to the Holders, or (y) release all or substantially all of the Collateral from the Collateral Agent’s Lien; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; (x) subordinate (x) the Liens securing any of the Notes to the Liens securing any other Indebtedness or other obligations or (y) the Notes in contractual right of payment to any other Indebtedness or other obligations; (xi) amend or waive the provisions of Section 3.11; or (ixxii) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, (1) pursuant to clauses (i), (ii), (iii), (iv) and (ivv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected HolderHolder and (2) no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes shall, or shall have the effect of, releasing all or substantially all of the Collateral from the Liens securing the Notes (other than in accordance with the Note Documents), without the consent of Holders of not less than 66 2/3% of the aggregate principal amount of the Notes then outstanding. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion Conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionConversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentenceSection 6.07, the Company and the Trustee maymay amend this Indenture or the Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each holder of a Note affected, an amendment or waiver under this Section may not (with respect to any Notes held by a non-consenting holder): (a) reduce the Holders principal amount of Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of, or change the fixed maturity of any Note; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, if any, on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or outstanding and a waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change payment default that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as resulted from such section is in effect on the Issue Dateacceleration); (vie) change make the ranking of principal of, or premium, if any, or interest on any Note payable in money other than as provided for herein and in the Notes; (viif) make any Note payable change in moneythe provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of holders of Notes to receive payments of principal of, premium, if any, or at a place of payment, other than that stated in this Indenture interest or the NoteNotes; (viiig) except as permitted herein (including Section 9.01(a)), reduce the amount Conversion Rate or modify the provisions contained herein relating to conversion of the Notes whose Holders must consent in a manner adverse to any amendment, supplement, waiver or other modificationthe holders thereof; or (ixh) make any direct or indirect change to any amendment, supplement, waiver or modification provision the abilities of this Indenture holders of Notes to enforce their rights hereunder or the Notes that requires the consent provisions of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), a) through (ii), (iii) and (ivg) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder9.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend change the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.019.01, 7.05 8.04, 8.05 and 7.08 8.07 and the immediately following sentence, the Company Company, the Trustee and the Trustee Collateral Agent, as applicable, may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingRequired Holders, amend or supplement this Indenture the Indenture, the Notes or the Notes Collateral Documents or waive compliance with any provision of this Indenture the Indenture, the Notes or the NotesCollateral Documents. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.019.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price, Optional Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects reduce the conversion rights amount, or extend the time for the issuance, of any Noteshares of Common Stock issuable pursuant to Section 3.01(A) or cash payment on the Stock Shortfall Payment Date pursuant to Section 3.01(G) or Make-Whole Payment pursuant to Section 3.01(H) of this Indenture and the Notes; (v) impair the rights of any Holder set forth in Section 7.08 8.07 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to this Section 8.02 or any other amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A9.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionDate, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.019.01, 7.05 8.04, 8.05 and 7.08 8.07 and the immediately following sentence, the Company Company, the Trustee and the Trustee Collateral Agent, as applicable, may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingRequired Holders, amend or supplement this Indenture the Indenture, the Notes or the Notes Collateral Documents or waive compliance with any provision of this Indenture the Indenture, the Notes or the NotesCollateral Documents. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.019.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) reduce the amount, or extend the time for the issuance, of any shares of Common Stock issuable pursuant to Section 3.01(A) or cash payment on the Stock Shortfall Payment Date pursuant to Section 3.01(F) or Make-Whole Payment pursuant to Section 3.01(G), of this Indenture and the Notes; (v) make any change that adversely affects the conversion rights of any Note; (vvi) impair the rights of any Holder set forth in Section 7.08 8.07 (as such section is in effect on the Issue Date); (vivii) change the ranking of the Notes; (viiviii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to this Section 8.02 or any other amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A9.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. Holders do not need to approve the particular form of any proposed amendment. It will be sufficient if such Holders approve the substance of the proposed amendment. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 Section 6.7 and 7.08 and except as set forth in the immediately following sentencenext paragraph, the Company and the Trustee may, may amend or supplement this Indenture or the Notes with the written consent of the Holders holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). In addition, subject to Sections 6.4 and 6.7 and except as set forth in the next paragraph, the holders of at least a majority in aggregate principal amount of the then outstanding, amend or supplement this Indenture or the outstanding Notes or may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01However, without the consent of each affected Holderholder of a Note (in addition to the consent of the holders of at least a majority in aggregate principal amount of the then outstanding Notes), no amendment or an amendment, supplement to this Indenture or the Notes, or waiver of any provision of under this Indenture or the Notes, maySection 9.2 may not: (ia) reduce the principalpercentage of aggregate principal amount of Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the rate of, or extend change the time for payment of, interest, including defaulted interest, on any Note; (c) reduce the principal of or change the stated maturity, maturity of any Note; (iid) except as permitted pursuant to Section 9.1(a), (d), (g) or (h), reduce the Redemption Price premium payable upon the redemption or Fundamental Change Repurchase Price for repurchase of any Note or change the times time at which, or the circumstances under which, the Notes which any Note may or will be redeemed or repurchased by the Companyas set forth in Article 3 and Section 4.6; (iiie) reduce waive a Default or Event of Default in the ratepayment of principal of or premium, if any, or extend interest on, the time for Notes (except a rescission of acceleration of the payment, Notes by the holders of interest on any Note; (iv) make any change at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as resulted from such section is in effect on the Issue Dateacceleration); (vif) change make the ranking principal of or premium or interest on, any Note payable in money other than as provided for herein and in the Notes; (viig) make any Note payable change in money, or at a place the provisions of payment, other than that stated in this Indenture relating to waivers of past Defaults or Events of Default or the Noterights of holders of Notes to receive payments of principal of or premium, interest on, the Notes; (viiih) reduce waive a payment of the amount of Notes whose Holders must consent Redemption Price or a Fundamental Change Payment with respect to any amendmentNotes; (i) except as permitted herein (including Section 9.1(a)), supplement, waiver increase the Conversion Price or other modificationmodify the provisions contained herein relating to conversion of the Notes in a manner adverse to the holders thereof; or (ixj) make any direct or indirect change to any amendment, supplement, waiver or modification provision the abilities of this Indenture holders of Notes to enforce their rights hereunder or the Notes that requires the consent provisions of each affected Holder. For the avoidance of doubt, pursuant to clauses (a) through (i), (ii), (iii) and (iv) of this Section 8.02(A)9.2 or this provision. To secure a consent of the holders of Notes under this Section 9.2, no amendment it shall not be necessary for such holders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement to this Indenture or the Notes, or waiver under this Section 9.2 becomes effective, the Company shall mail to holders of any provision of this Indenture Notes a notice briefly describing the amendment, supplement or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holderwaiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) GenerallyThis Section 10.2 supersedes and replaces Section 9.2 of the Original Indenture with respect to the Notes, and references to “Section 9.2” of the Original Indenture shall instead refer to this “Section 10.2” of this First Supplemental Indenture. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with With the consent of the Holders of not less than a majority in aggregate principal amount of outstanding Notes, the Notes then outstanding, Issuer and the Trustees may amend or supplement this the Indenture or the Notes for the purpose of adding any provisions to or waive compliance with changing in any provision manner or eliminating any of this Indenture the provisions of the Indenture, or modifying the Notes. Notwithstanding anything to rights of the contrary in Holders of Notes under the foregoing sentenceIndenture; provided, but subject to Section 8.01however, that without the consent of each Holder of the outstanding Notes affected Holderthereby, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or Issuer and the Notes, mayTrustees may not: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (via) change the ranking Stated Maturity of the principal of, or any installment of principal or interest on, the Notes; (viib) make any Note payable in money, reduce the principal amount thereof or at a place reduce the rate of payment, other than that stated in this Indenture or the Noteinterest thereon; (viiic) reduce any premium payable on redemption thereof; (d) change any obligation of the Issuer to pay Additional Amounts; (e) change the currency in which principal, and any premium, Additional Amounts or interest thereon is payable; (f) impair the right to institute suit for the enforcement of any payment on any of the Notes when due; (g) reduce the percentage in principal amount of Notes whose Holders must consent to any amendmentthe Notes, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For whose Holders is required under the avoidance provisions of doubt, pursuant to clauses (i), (ii), (iii) and (iv) Section 10.1 of this First Supplemental Indenture, this Section 8.02(A)10.2, no amendment or supplement to this Section 5.13 of the Original Indenture or Section 10.7 of the Notes, Original Indenture for any amendment or waiver of any provision compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences provided for in the Indenture; (h) modify the provisions of Section 10.1 of this Indenture or the NotesFirst Supplemental Indenture, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionthis Section 10.2, or otherwise)Sections 5.13, 10.5 or 10.7 of the date(s) Original Indenture, except to increase any percentage of Holders whose consent is required for such amendment or time(s) such consideration is payable waiver or deliverable, as applicable, to provide that certain provisions of the Indenture cannot be modified or waived without the consent of each Holder of the outstanding Notes affected Holderthereby; or (i) modify Article 6 of this First Supplemental Indenture in a manner adverse to the Holders of the Notes. No amendment may be made to the subordination provisions in Article 6 of this First Supplemental Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or their representative) consent to such change.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) make any direct or indirect change to the provisions described in Section 3.05 in any manner that is adverse to the rights of the Holders or beneficial owners of the Notes; (ix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority more than fifty percent (50%) in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair amend the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note;; #92925316v9 (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this the Indenture or the Notes or waive compliance with any provision of this the Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price, Fundamental Change Repurchase Price or Fundamental Change Optional Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, ​ supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date, Optional Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this the Indenture or the Notes or waive compliance with any provision of this the Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingRequired Holders, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or; (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this the Indenture or the Notes or waive compliance with any provision of this the Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, payment of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantee; (vii) release the Guarantee of the Guarantor or modify or amend the terms and conditions of the obligations of the Guarantor, as guarantor of the Notes, in any manner that is adverse to the rights of the Holders, as such, other than any elimination of the Guarantee in accordance with the Indenture; (viii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Parent Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture Indenture, the Notes or the Notes Guarantee or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesGuarantee. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the NotesGuarantee, or waiver of any provision of this Indenture Indenture, the Notes or the NotesGuarantee, may: : (i) reduce the principal, or extend change the stated maturity, of any Note; ; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; ; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; ; (iv) make any change that adversely affects the conversion Exchange rights of any Note; ; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); 7.08; (vi) change the ranking of the Notes; Notes or the Guarantee; (vii) modify or amend the terms and conditions of the obligations of the Parent Guarantor, as guarantor of the Notes, in any manner that is adverse to the rights of the Holders, as such, other than (1) any elimination of the Guarantee in accordance with this Indenture; or (2) to give effect to a Parent Guarantor Business Combination Event in accordance with this Indenture; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; ; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (Aa) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentenceSection 6.07, the Company Company, the Trustee, the Collateral Agent (as applicable) and any Subsidiary Guarantor (as applicable) may amend or supplement the Trustee may, Note Documents with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes then outstanding(including consents obtained in connection with a tender offer or exchange offer for Notes) and, amend pursuant to Section 6.04, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes by written notice to the Trustee (including consents obtained in connection with a tender offer or supplement this Indenture exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Notes Company or waive compliance any Subsidiary Guarantor with any provision of this Indenture or the NotesNote Documents. Notwithstanding anything to the contrary in the foregoing sentence, but subject to provisions of this Section 8.019.02(a), without the consent of each affected HolderHolder of an outstanding Note affected, no amendment an amendment, supplement or supplement waiver, including a waiver pursuant to this Indenture or the NotesSection 6.04, or waiver of any provision of this Indenture or the Notes, maymay not: (i) reduce the principalprincipal amount of Notes whose Holders must consent to an amendment, supplement or extend the stated maturity, of any Notewaiver; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, rate of or extend the time for the payment, payment of interest on any Note; (iviii) make any change that adversely affects reduce the conversion rights principal of or extend the Stated Maturity of any Note; (iv) reduce the premium payable upon the redemption or repurchase of any Note; or change the date on which any Note may be redeemed pursuant to Article 3 of this Indenture and Section 5 of the Notes; (v) impair the rights of make any Holder set forth Note payable in Section 7.08 (as money other than that stated in such section is in effect on the Issue Date)Note; (vi) change impair the ranking right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (vii) make any Note payable change in moneythe amendment, supplement or at a place of payment, other than that stated waiver provisions described in this Indenture or the Note;Section 9.02(a); or (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct change in the provisions of any of the Intercreditor Agreements or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or dealing with the Notes application of proceeds of Collateral that requires would materially adversely affect the consent rights of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected a Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend change the time for the payment, of interest any Special Interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an a Special Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. Holders do not need to approve the particular form of any proposed amendment. It will be sufficient if such Holders approve the substance of the proposed amendment. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii), (iv) and (ivv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01‎8.01, 7.05 ‎7.05 and 7.08 ‎7.08 and the immediately following sentence, the Company Company, the Guarantors, the Trustee and the Trustee Collateral Agent may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingRequired Holders, amend or supplement this Indenture or the any Notes Document or waive compliance with any provision of this Indenture or the Notesany Notes Document. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01‎8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notesany Notes Document, or waiver of any provision of this Indenture or the Notesany Notes Document, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section ‎Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes or the Guarantees, change the lien priority or payment priority of the Notes or the Guarantees, release any Guarantee except as permitted by the terms of the Notes Documents, or subordinate the Notes, the liens securing the Notes, or the Guarantees to any other Indebtedness of the Company except as permitted by the terms of the Notes Documents; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the any Notes Document that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i‎(i), (ii‎(ii), (iii‎(iii) and (iv‎(iv) of this Section ‎Section 8.02(A), no amendment or supplement to this Indenture or the Notesany Notes Document, or waiver of any provision of this Indenture or the Notesany Notes Document, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. In addition, without the consent of (x) the Holders of at least 66 2/3% in principal amount of Notes then outstanding and (y) the Holders of at least 66 2/3% in principal amount of Notes then outstanding held by Persons who are not Affiliates of the Company and its Subsidiaries, no amendment, supplement or waiver may modify any Collateral Document or the provisions in this Indenture dealing with the Collateral or the Collateral Documents in a manner that would (i) have the impact of releasing all or substantially all of the Collateral from the Liens of the Collateral Documents (except as permitted by the terms of this Indenture or the Collateral Documents) or (ii) permit the Company to issue additional Notes under this Indenture (except as permitted as of the date hereof) or incur Indebtedness that is pari passu with the Notes as it relates to the Collateral.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the NotesGuarantee, or waiver of any provision of this Indenture Indenture, the Notes or the NotesGuarantee, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest Special Interest or Additional Interest on any Note; (iv) make any change that adversely affects the conversion Exchange rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantee; (vii) other than in accordance with the provisions of this Indenture, eliminate the Guarantee; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount ; Table of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or Contents (ix) make any direct or indirect change to Section 3.05 in any amendment, supplement, waiver or modification provision manner that is adverse to the rights of this Indenture or the Notes that requires the consent Holders of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.;

With the Consent of Holders. (A) Generally. Subject to Sections 8.017.06, 7.05 7.09 and 7.08 8.01 and the immediately following sentence, the Company Company, the Guarantors, the Trustee and the Trustee Collateral Agent may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or Indenture, the Notes and the Collateral Agreements or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesCollateral Agreements. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the Notesany Collateral Agreement, or waiver of any provision of this Indenture Indenture, the Notes or the Notesany Collateral Agreement, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the CompanyCompany pursuant to a Redemption or in connection with a Fundamental Change (it being understood that an amendment or supplement that changes the times at which, or the circumstances under which, the Notes may or will be repurchased by the Company pursuant to Section 4.02 may be effected in accordance with the first sentence of this Section 8.02(A)); (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 7.09 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes and the Guarantees; (vii) modify or amend the terms and conditions of the obligations of the Guarantors, as guarantors of the Notes, in any manner that is adverse to the rights of the Holders, as such, except as expressly provided in this Indenture; (viii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture Indenture, the Notes or the Notes Collateral Agreements that requires the consent of each affected Holder. In addition, any amendment or supplement to, or waiver of any provision of, this Indenture, the Notes or any Security Document that has the effect of releasing the Liens on all or substantially all of the Collateral securing the Notes, other than in accordance with this Indenture and the Security Documents, will require the consent of the Holders of not less than two thirds (2/3) of the principal amount of the Notes then outstanding. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture Indenture, the Notes or the NotesCollateral Agreements, or waiver of any provision of this Indenture Indenture, the Notes or the NotesCollateral Agreements, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder, subject to the parenthetical in Section 8.02(A)(ii). (B) Approval of Any Form of Amendment. A consent of any Holder pursuant to this Section 8.02 shall include approval of the form and the substance of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this the Indenture or the Notes or waive compliance with any provision of this the Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note, other than as required by the Indenture; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes in a manner that adversely affects any Holder; (vii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors, the Trustee and the Collateral Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or Indenture, the Notes and the Collateral Agreements or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesCollateral Agreements. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the Notesany Collateral Agreement, or waiver of any provision of this Indenture Indenture, the Notes or the Notesany Collateral Agreement, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the CompanyCompany pursuant to a Redemption or in connection with a Fundamental Change (it being understood that an amendment or supplement that reduces the Asset Sale Repurchase Price or changes the times at which, or the circumstances under which, the Notes may or will be repurchased by the Company pursuant to Section 3.14 and Section 4.03 may be effected in accordance with the first sentence of this Section 8.02(A)); (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees; (vii) modify or amend the terms and conditions of the obligations of the Guarantors, as guarantors of the Notes, in any manner that is adverse to the rights of the Holders, as such, except as expressly provided in this Indenture; (viii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture Indenture, the Notes or the Notes Collateral Agreements that requires the consent of each affected Holder. In addition, any amendment or supplement to, or waiver of any provision of, this Indenture, the Notes or any Collateral Agreement that has the effect of releasing the Liens on all or substantially all of the Collateral securing the Notes, other than in accordance with this Indenture and the Collateral Agreements, will require the consent of the Holders of not less than two thirds (2/3) of the principal amount of the Notes then outstanding. Notwithstanding anything to the contrary in the two (2) immediately preceding paragraphs, any amendment or supplement to, or waiver of any provision of, this Indenture, the Notes or any Collateral Agreement that is permitted by this Section 8.02 with the consent of the Holders of a majority or two thirds (2/3), as applicable, in aggregate principal amount of the Notes then outstanding may instead be effected at any time before the Disposition Date with the written consent of Ares. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture Indenture, the Notes or the NotesCollateral Agreements, or waiver of any provision of this Indenture Indenture, the Notes or the NotesCollateral Agreements, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder, subject to the parenthetical in Section 8.02(A)(ii). (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this the Indenture or the Notes or waive compliance with any provision of this the Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (including consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors (if applicable) and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture Indenture, the Guarantees or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture Indenture, the Guarantees or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of any interest on any NoteNote (other than Additional Interest or Special Interest); (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change contractually subordinate the ranking Notes or the Guarantees to any other indebtedness; (vii) modify or impair the obligations of any of the Company’s Subsidiaries to, or the obligation for the Company to cause any Subsidiary to, Guarantee the Notes; (viiviii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; (x) release a Guarantor, if any, from its obligations in respect of the Notes and this Indenture, except in accordance with the terms of this Indenture or a supplemental indenture in respect of its Guarantee; or (ixxi) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of any interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (Aa) GenerallyThis Section 8.02 supersedes and replaces Section 14.02 of the Base Indenture with respect to the Notes, and references to “Section 14.02” of the Base Indenture shall instead refer to this “Section 8.02” of this Second Supplemental Indenture. Subject The terms of the Notes or the terms of the Indenture with respect to Sections 8.01the Notes may be amended, 7.05 and 7.08 and the immediately following sentence, supplemented or otherwise modified by the Company and the Trustee mayTrustee, at any time and from time to time, with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes then outstanding, amend (evidenced as provided in Article VIII of the Base Indenture) for the purpose of adding any provisions to or supplement this changing in any manner or eliminating any provisions of the Indenture or of modifying in any manner the Notes or waive compliance with any provision rights of this Indenture or the Holders of the Notes. Notwithstanding anything to the contrary in the foregoing sentence; provided that no such amendment, but subject to Section 8.01supplement or modification shall, without the consent of the Holder of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, mayOutstanding Note: (i) extend the Stated Maturity of the principal of, or any installment of interest on, the Notes, or reduce the principalprincipal amount or Redemption Price thereof or the interest thereon or any premium payable thereon, or extend the stated maturityStated Maturity of, or change the place of payment where, or the Currency in which the principal of and premium, if any, or interest on the Notes is denominated or payable, change the ranking of such Notes or impair the right to institute suit for the enforcement of any Notepayment on or after the Stated Maturity thereof (or in the case of redemption, on or after the Redemption Date); (ii) reduce modify any of the Redemption Price provisions of this Section 8.02, Section 6.06 of the Base Indenture or Fundamental Change Repurchase Price for Section 7.06 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be amended, modified or waived without the consent of the Holder of each Outstanding Note or change affected thereby; provided, however, that this clause shall not be deemed to require the times at whichconsent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 8.02 and Section 6.06 of the Base Indenture, or the circumstances under whichdeletion of this proviso, in accordance with the Notes may or will be redeemed or repurchased by requirements of Section 11.06 of the Company;Base Indenture and Section 8.01(d) of this Second Supplemental Indenture. (iii) reduce amend, waive or otherwise modify the rate, or extend provisions of Article IV with respect to the time for the payment, of interest on any Note;Notes; or (iv) make any change that adversely affects modify, without the conversion rights written consent of any Note;the Trustee, the rights, duties or immunities of the Trustee. (vb) impair Any amendment, supplement or waiver that changes or eliminates any provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Notes or which modifies the rights of the Holders of the Notes with respect to such covenant or other provision, shall be deemed to not affect the rights under the Indenture of the Holders of the Notes of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date);other series. (vic) change It shall not be necessary for the ranking consent of the Notes;Holders of the Notes under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. (viid) make any Note payable in money, The Company may set a record date for purposes of determining the identity of the Holders of the Notes entitled to give a written consent or at a place waive compliance by the Company as authorized or permitted by this Section 8.02. Such record date shall not be more than 30 days prior to the first solicitation of payment, other than that stated in this Indenture such consent or waiver or the Note;date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture Act. (viiie) reduce Promptly after the amount execution by the Company and the Trustee of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver supplement or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) the provisions of this Section 8.02(A)8.02, no amendment the Company shall mail a notice, setting forth in general terms the substance of such amendment, supplement or supplement modification, to this Indenture or the NotesHolders of the Notes at their addresses as the same shall then appear in the Register of the Company. Any failure of the Company to mail such notice, or waiver any defect therein, shall not, however, in any way impair or affect the validity of any provision of this Indenture such amendment, supplement or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holdermodification.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (including, without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, any Notes), amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend change the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any NoteNote (other than Additional Interest or Special Interest); (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees; (vii) other than in accordance with the provisions of this Indenture, eliminate any Guarantee; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01‎9.01, 7.05 ‎7.05 and 7.08 ‎7.08 and the immediately following sentence, the Company Company, the Trustee and the Trustee Collateral Agent may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture Indenture, the Notes or the Notes Intercreditor Agreement or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesIntercreditor Agreement. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price, Fundamental Change Repurchase Price or Fundamental Change Optional Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section ‎Section 7.08 (as such section Section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i‎(i), (ii‎(ii), (iii‎(iii) and (iv‎(iv) of this Section 8.02(A‎Section 9.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date, Optional Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. In addition, any amendment to, or waiver of, the provisions of this Indenture relating to the Collateral that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 Section 6.7 and 7.08 and except as set forth in the immediately following sentencenext paragraph, the Company and the Trustee may, may amend or supplement this Indenture or the Notes with the written consent of the Holders holders of at least a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). In addition, subject to Sections 6.4 and 6.7 and except as set forth in the next paragraph, the holders of at least a majority in aggregate principal amount of the then outstanding, amend or supplement this Indenture or the outstanding Notes or may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01However, without the consent of each holder of a Note affected Holderthereby (in addition to the consent of the holders of at least a majority in aggregate principal amount of the then outstanding Notes), no amendment or an amendment, supplement to this Indenture or the Notes, or waiver of any provision of under this Indenture or the Notes, maySection 9.2 may not: (ia) reduce the principalpercentage of aggregate principal amount of Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the rate of, or extend change the time for payment of, interest, including defaulted interest, on any Note; (c) reduce the principal of or change the stated maturity, maturity of any Note; (iid) except as permitted pursuant to Section 9.1(a), (d), (g) or (h), reduce the Redemption Price premium payable upon the redemption or Fundamental Change Repurchase Price for repurchase of any Note or change the times time at which, or the circumstances under which, the Notes which any Note may or will be redeemed or repurchased by the Companyas set forth in Article 3 and Section 4.6; (iiie) reduce waive a Default or Event of Default in the ratepayment of principal of or premium, if any, or extend interest on, the time for Notes (except a rescission of acceleration of the payment, Notes by the holders of interest on any Note; (iv) make any change at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as resulted from such section is in effect on the Issue Dateacceleration); (vif) change make the ranking principal of or premium or interest on, any Note payable in money other than as provided for herein and in the Notes; (viig) make any Note payable change in money, or at a place the provisions of payment, other than that stated in this Indenture relating to waivers of past Defaults or Events of Default or the Noterights of holders of Notes to receive payments of principal of or premium, interest on, the Notes; (viiih) reduce waive a payment of the amount of Notes whose Holders must consent Redemption Price or a Fundamental Change Payment with respect to any amendmentNotes; (i) except as permitted herein (including Section 9.1(a)), supplement, waiver increase the Conversion Price or other modificationmodify the provisions contained herein relating to conversion of the Notes in a manner adverse to the holders thereof; or (ixj) make any direct or indirect change to any amendment, supplement, waiver or modification provision the abilities of this Indenture holders of Notes to enforce their rights hereunder or the Notes that requires the consent provisions of each affected Holder. For the avoidance of doubt, pursuant to clauses (a) through (i), (ii), (iii) and (iv) of this Section 8.02(A)9.2 or this provision. To secure a consent of the holders of Notes under this Section 9.2, no amendment it shall not be necessary for such holders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement to this Indenture or the Notes, or waiver under this Section 9.2 becomes effective, the Company shall mail to holders of any provision of this Indenture Notes a notice briefly describing the amendment, supplement or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holderwaiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any NoteNote other than as permitted or required by this Indenture or the Notes; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) make any change to Section 3.05, or in any related definitions, in any manner that is adverse to the rights of the Holders or beneficial owners of the Notes; (ix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes in a manner that adversely affects any Holder; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors, the Trustee and the Trustee Collateral Agent may, with the consent of the Holders of a majority at least 75% in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price Accreted Principal Amount or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note, including to the Conversion Rate and any adjustments thereto, or amend or modify the definition of “Fundamental Change” or the other definitions used in such definition; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees; (vii) other than in accordance with the provisions of this Indenture, (x) modify any Guarantee or release any Guarantee or a Guarantor from its Obligations under this Indenture, in each case, in any manner materially adverse to the Holders, or (y) release all or substantially all of the Collateral from the Collateral Agent’s Lien; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; (x) subordinate (x) the Liens securing any of the Notes to the Liens securing any other Indebtedness or other obligations or (y) the Notes in contractual right of payment to any other Indebtedness or other obligations; (xi) amend or waive the provisions of Section 3.11; or (ixxii) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, (1) pursuant to clauses (i), (ii), (iii), (iv) and (ivv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected HolderHolder and (2) no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes shall, or shall have the effect of, releasing all or substantially all of the Collateral from the Liens securing the Notes (other than in accordance with the Note Documents), without the consent of Holders of not less than 66 2/3% of the aggregate principal amount of the Notes then outstanding. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place Place of paymentPayment, other than that stated in this Indenture or the Note; (viii) make any direct or indirect change to Section 3.05 in any manner that is adverse to the rights of the Holders; (ix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of any interest on any NoteNote (other than Additional Interest or Special Interest); (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (and, in the case of an amendment, supplement or waiver that affects Notes that are not Affiliate Notes, a majority in aggregate principal amount of all Notes then outstanding that are not Affiliate Notes), amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; (ix) modify the provisions of Article 11 in a manner which adversely affects the rights of the Holders under this Indenture, as such; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (including without limitation, the PIK Interest Notes, if any), amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected HolderHolder (including, without limitation, Holders of PIK Interest Notes), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Early Redemption Price or Fundamental Change Repurchase Redemption Price for any Note or change in any manner adverse to any Holder the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the stated time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note, except as otherwise permitted by this Indenture; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the NoteNote or make any Note payable at a place of payment outside of the continental United States; (viii) reduce the percentage in aggregate principal amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture Indenture, the Notes or the Notes Guarantee or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesGuarantee. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the NotesGuarantee, or waiver of any provision of this Indenture Indenture, the Notes or the NotesGuarantee, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) reduce the Maturity Premium or change the times at which, or the circumstances under which, the Maturity Premium is payable with respect to any Notes; (v) make any change that adversely affects the conversion Exchange rights of any Note; (vvi) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vivii) change the ranking of the NotesNotes or the Guarantee; (viiviii) modify or amend the terms and conditions of the obligations of the Guarantor, as guarantor of the Notes, in any manner that is adverse to the rights of the Holders, as such, other than (x) any elimination of the Guarantee in accordance with this Indenture; or (y) to give effect to any Guarantor Business Combination Event in accordance with this Indenture; (ix) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixxi) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii), (iv) and (ivv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionExchange, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (and, in the case of an amendment, supplement or waiver that affects Notes that are not Affiliate Notes, a majority in aggregate principal amount of all Notes then outstanding that are not Affiliate Notes), amend or Table of Contents supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (Aa) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentenceSection 6.07, the Company Company, the Trustee, the Collateral Agent (as applicable) and any Subsidiary Guarantor (as applicable) may amend or supplement the Notes Documents with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes) and, pursuant to Section 6.04, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes by written notice to the Trustee may(including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company or any Subsidiary Guarantor with any provision of the Notes Documents. Notwithstanding the foregoing provisions of this Section 9.02(a), without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or extend the time for payment of interest on any Note; (iii) reduce the principal of or extend the Stated Maturity of any Note; (iv) reduce the premium payable upon the redemption or repurchase of any Note; or change the date on which any Note may be redeemed pursuant to Article 3 of this Indenture and Section 5 of the Notes; (v) make any Note payable in money other than that stated in such Note; (vi) impair the right of any Holder to receive payment of principal of and interest on such Xxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (vii) make any change in the amendment, supplement or waiver provisions described in this Section 9.02(a); or (viii) make any change in the provisions of any of the Intercreditor Agreements or this Indenture dealing with the application of proceeds of Collateral that would materially adversely affect the rights of a Holder. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. (c) Without the consent of the Holders of a majority at least two-thirds in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement waiver (other than an amendment or waiver pursuant to this Indenture Section 9.01(a)(vi)) may release all or substantially all of the Collateral from the Liens of the Notes Collateral Documents with respect to the Notes. (d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall deliver to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or waiver any defect therein, shall not impair or affect the validity of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any an amendment, supplement, supplement or waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of under this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder9.02.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) make any direct or indirect change to the provisions described in Section 3.05 in any manner that is adverse to the rights of the Holders or beneficial owners of the Notes; (ix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees; (vii) other than in accordance with the provisions of this Indenture, modify any Guarantee or release any Guarantee or a Guarantor from its Obligations under this Indenture, in each case, in any manner materially adverse to the Holders; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. Notwithstanding the foregoing, the Company, the Guarantors and the Trustee may, with the consent of the Holders representing not less than seventy-five percent in aggregate principal amount of the Notes then outstanding, amend or modify the definition of “Fundamental Change” or the other definitions used in such definition.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend change the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section Section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes in a manner that adversely affects any Holder; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) make any direct or indirect change to Section 3.05 in any manner that is adverse to the rights of the Holders or beneficial owners of the Notes; (ix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, a Redemption Date, a Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this the Indenture or the Notes or waive compliance with any provision of this the Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentenceremainder of this Section 8.02, the Company Company, the Guarantors, the Trustee and the Trustee Collateral Agent may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingRequired Holders, amend or supplement this Indenture or the any Notes Document or waive compliance with any provision of this Indenture or the Notesany Notes Document. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notesany Notes Document, or waiver of any provision of this Indenture or the Notesany Notes Document, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price, the Fundamental Change Repurchase Price or Fundamental Change the Equity Raise Trigger Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of any class of the Notes or the Guarantees, change the lien priority or payment priority of any class of the Notes or the Guarantees, release any Guarantee except as permitted by the terms of the Notes Documents (as in effect on the Amended and Restated Date), or subordinate the Notes, the liens securing the Notes, or the Guarantees to any other Indebtedness of the Company except as permitted by the terms of the Notes Documents (as in effect on the Amended and Restated Date); (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the any Notes Document that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notesany Notes Document, or waiver of any provision of this Indenture or the Notesany Notes Document, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date, Equity Raise Trigger Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. No amendment or supplement to any Notes Document, or waiver of any provision of any Notes Document, may disproportionately and adversely affect the Holders of any class of Notes without the consent of (x) the Holders of at least 66 2/3% in principal amount of such class of Notes then outstanding and (y) the Holders of at least 66 2/3% in principal amount of such class of Notes then outstanding held by Persons who are not Affiliates of the Company and its Subsidiaries. In addition, without the consent of (A) (x) the Holders of at least 75% in principal amount of the Notes then outstanding and (y) the Holders of at least 75% in principal amount of the Notes then outstanding held by Persons who are not Affiliates of the Company and its Subsidiaries, no amendment, supplement or waiver may modify any Collateral Document or the provisions in this Indenture dealing with the Collateral or the Collateral Documents in a manner that would have the impact of releasing all or substantially all of the Collateral from the Liens of the Collateral Documents (except as permitted by the terms as of the date hereof of this Indenture or the Collateral Documents), and (B) (x) the Holders of at least 66 2/3% in principal amount of each class of Notes then outstanding and (y) the Holders of at least 66 2/3% in principal amount of each class of Notes then outstanding held by Persons who are not Affiliates of the Company and its Subsidiaries, no amendment, supplement or waiver may modify any Collateral Document or the provisions in this Indenture dealing with the Collateral or the Collateral Documents in a manner that would (i) amend the provisions of Section 3.17 (or the definitions of any defined terms as used therein) or (ii) permit the Company to issue additional Notes under this Indenture or incur Indebtedness that is pari passu with (or senior to) any class of Notes as it relates to the Collateral, except (1) as permitted as of the date hereof and (2) if the Holders party to the August 2024 Purchase Agreement have purchased all $16,000,000 aggregate principal amount of Payment Priority New Money Notes issuable pursuant to the August 2024 Purchase Agreement on the terms set forth therein, then with the consent of the Holders of at least 66 2/3% in principal amount of the Notes then outstanding and (y) the Holders of at least 66 2/3% in principal amount of the Notes then outstanding held by Persons who are not Affiliates of the Company and its Subsidiaries, the Company may issue up to $2.0 million of additional Payment Priority New Money Notes (and any additional associated Payment Priority Exchange Notes) so long as such issuance is on terms that are substantially the same, or no more favorable to the purchasers of such Notes, as compared to the terms relating to the issuance of additional Notes pursuant to the August 2024 Purchase Agreement and August 2024 Exchange Agreement (and, for the avoidance of doubt, the Trustee shall have no obligation to ascertain or confirm that any such issuance permitted by this clause (2) is in compliance with the requirements set forth herein, and shall not be deemed to have knowledge of any terms of the issuance thereof or the terms of the August 2024 Purchase Agreement, the August 2024 Exchange Agreement or any other document for any purpose whatsoever). (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees; (vii) other than in accordance with the provisions of this Indenture, modify any Guarantee or release any Guarantee or a Guarantor from its Obligations under this Indenture, in each case, in any manner materially adverse to the Holders; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. Notwithstanding the foregoing, the Company, the Guarantors and the Trustee may, with the consent of the Holders representing not less than seventy-five percent in aggregate principal amount of the Notes then outstanding, amend or modify the definition of “Fundamental Change” or the other definitions used in such definition. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Optional Redemption Price or Fundamental Change Repurchase Redemption Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) make any direct or indirect change to Section 3.05 in any manner that is adverse to the rights of the Holders or beneficial owners of the Notes; (ix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Optional Redemption Date, Fundamental Change Repurchase Redemption Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) GenerallyThis Section 7.2 supersedes and replaces Section 8.2 of the Base Indenture with respect to the Notes, and references to “Section 8.2” of the Base Indenture shall instead refer to this “Section 7.2” of this Third Supplemental Indenture. Subject The terms of the Notes or the terms of the Indenture with respect to Sections 8.01the Notes may be amended, 7.05 and 7.08 supplemented or otherwise modified by the Company, the Trustee and the immediately following sentenceCo-Trustee, the Company at any time and the Trustee mayfrom time to time, with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes then outstanding, amend (evidenced as provided in Section 1.4 of the Base Indenture) for the purpose of adding any provisions to or supplement this changing in any manner or eliminating any provisions of the Indenture or of modifying in any manner the Notes or waive compliance with any provision rights of this Indenture or the Holders of the Notes. Notwithstanding anything to the contrary in the foregoing sentence; provided that no such amendment, but subject to Section 8.01supplement or modification shall, without the consent of the Holder of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, mayOutstanding Note: (i) change the Stated Maturity of the principal or change the redemption date of, or any installment of interest on, the Notes, or reduce the principalprincipal amount or Redemption Price thereof or the interest thereon or any premium payable thereon, or extend the stated maturityStated Maturity of, or change the redemption date of, or change the place of payment where, or the Currency in which the principal of and premium, if any, or interest on the Notes is denominated or payable, change the ranking of such Notes or impair the right to institute suit for the enforcement of any Notepayment on or after the Stated Maturity thereof (or in the case of redemption, on or after the Redemption Date); (ii) reduce the Redemption Price or Fundamental Change Repurchase Price percentage in principal amount of Outstanding Notes, the consent of whose Holders is required for any Note amendment, supplement, modification or change waiver of compliance with certain provisions of the times at which, Indenture or certain Defaults thereunder and their consequences provided for in the circumstances under which, the Notes may or will be redeemed or repurchased by the CompanyIndenture; (iii) reduce modify any of the rateprovisions of this Section 7.2, Section 5.13 of the Base Indenture or extend Section 9.5 of the time for Base Indenture, except to increase any such percentage or to provide that certain other provisions of the paymentIndenture cannot be amended, modified or waived without the consent of interest on the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Note;Holder with respect to changes in the references to “the Trustee” or the “Co-Trustee”; or (iv) make amend, waive or otherwise modify the provisions of Article III of this Third Supplemental Indenture with respect to the Notes. Notwithstanding the foregoing, each of the Trustee and the Co-Trustee may, but shall not be obligated to, enter into any change that adversely supplemental indenture which affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking rights, duties or immunities of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture Trustee or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverableCo-Trustee, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: : (i) reduce the principal, or extend change the stated maturity, of any Note; ; (ii) reduce the Redemption Price, Fundamental Change Repurchase Price or Fundamental Change Optional Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; ; (iii) reduce the rate, or extend the time for the payment, of interest Special Interest or Additional Interest on any Note; ; (iv) make any change that adversely affects the conversion Conversion rights of any Note; ; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); ; (vi) change the ranking of the Notes; ; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; ; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date, Optional Repurchase Date or the Maturity Date or upon conversionConversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.each

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Collateral Agent and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or Indenture, the Notes or any Security Document or waive compliance with any provision of this Indenture Indenture, the Notes or the Notesany Security Document. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or; (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder; or (x) except as expressly permitted by the Note Documents, impair the Lien on any Collateral or release any Collateral from the Lien set forth in the Pledge Agreement. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.04, 7.05 and 7.08 7.07 and the immediately following sentence, the Company Company, the Trustee and the Trustee Collateral Agent, as applicable, may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingRequired Holders, amend or supplement this Indenture the Indenture, the Notes or the Notes Pledge Agreement or waive compliance with any provision of this Indenture the Indenture, the Notes or the NotesPledge Agreement. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 7.07 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to this Section 8.02 or any other amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (including consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note, other than as required by this Indenture; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes in a manner that adversely affects any Holder; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingOutstanding, amend or supplement this the Indenture or the Notes or waive compliance with any provision of this the Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note, including with respect to an Interest Make-Whole Payment; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (including consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture Indenture, the Notes or the Notes Guarantees or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesGuarantees. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the NotesGuarantees, or waiver of any provision of this Indenture Indenture, the Notes or the NotesGuarantees, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend change the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion Exchange rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees in any manner adverse to Holders; (vii) modify or amend the terms and conditions of the obligations of the Guarantors, as guarantors of the Notes, in any manner that is adverse to the rights of the Holders, as such, other than any elimination of a Guarantee in accordance with this Indenture; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the principal amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionExchange, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Subsidiary Guarantors, the Collateral Agent and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingRequired Holders, amend or supplement this Indenture or the any Notes Document or waive compliance with any provision of this Indenture or the Notesany Notes Document. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notesany Notes Documents, or waiver of any provision of this Indenture or the Notesany Notes Documents, may: : (i) reduce the principal, or extend the stated maturitymaturity (or amend the definition of “Maturity Date”, as in effect on the Issue Date), of any Note; ; (ii) reduce the Redemption Price Price, the repurchase price specified in Section 3.12 or Fundamental Change Repurchase Price or Make-Whole Premium for any Note or change the times at which, or the circumstances under which, the Notes may or will be - 117 - redeemed or repurchased by the Company; ; (iii) reduce the rate, or extend the stated time for the payment, of interest on any Note; ; (iv) make any change that adversely affects the conversion rights of any Note; ; (v) impair the rights of any Holder of a Note set forth in Section 7.08 (as such section is in effect on the Issue Date); ; (vi) change or modify the ranking of the Notes or the Guarantees, change or modify the lien priority or payment priority of the Notes or the Guarantees, release any Guarantee except as permitted by the terms of the Notes Documents, or subordinate the Notes; , the Guarantee, or the liens securing the Notes or the Guarantees to any other Indebtedness of the Company or any Subsidiary Guarantor except as permitted by the terms of the Notes Documents; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; ; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes Documents that requires the consent of each affected Holder. Notwithstanding the foregoing, subject to the following sentence, if any amendment, waiver or other modification affects only the rights of a particular series of Notes, the Holders of any other series of Notes shall not be required to consent thereto and, in such case, only the consent of the Required Holders of the affected series of Notes or each Holder, as applicable, shall be required to consent thereto. For the avoidance of doubt, it is understood and agreed that any matter described in this Section 8.02 (A) that by its terms applies only to a particular series of Notes shall not be deemed to affect the rights of, or require the consent of, the Holders of any other series of Notes and shall require only the consent of the Holders of the affected series of Notes, as the case may be, unless such amendment, waiver or other modification would have a material adverse effect on the Holders of another series of Notes or is otherwise specified in this Section 8.02(A) as requiring the consent of Holders of any or all series of the Notes. In addition, without the consent of the Holders of at least 66 2/3% in principal amount of the Notes then outstanding (A) of all series, voting as one class, and (B) to the extent adversely affecting less than all of the series of Notes, each affected series, voting as a separate class, no amendment, supplement or waiver may modify any Collateral Document or the provisions in this Indenture dealing with the Collateral or the Collateral Documents in a manner that would (i) have the impact of releasing all or substantially all of the Collateral from the Liens of the Collateral Documents with respect to one or more series of the Notes (except as permitted by the terms of this Indenture or the Collateral Documents as in effect on the Issue Date) or (ii) permit the Company to issue additional Notes under this Indenture (except as permitted as of the date hereof) or incur Indebtedness that is pari passu with the Notes of any or all series of the Notes as it relates to the Collateral. - 118 - For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, required repurchase date pursuant to Section 3.12, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver. Section 8.03.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected afffected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place Place of paymentPayment, other than that stated in this Indenture or the Note; (viii) make any direct or indirect change to Section 3.05 in any manner that is adverse to the rights of the Holders; (ix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes;Notes in a manner that adversely affects any Holder; 20090164 |US-DOCS\140348310.5|| | 12:50| (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: : (i) reduce the principal, or extend the stated maturity, of any Note; ; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; ; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; ; (iv) make any change that adversely affects the conversion rights of any Note; ; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); ; (vi) change the ranking of the Notes; ; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; ; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture Indenture, the Notes or the Notes Guarantee or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesGuarantee. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the NotesGuarantee, or waiver of any provision of this Indenture Indenture, the Notes or the NotesGuarantee, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) reduce the Maturity Premium or change the times at which, or the circumstances under which, the Maturity Premium is payable with respect to any Notes; (v) make any change that adversely affects the conversion Exchange rights of any Note; (vvi) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vivii) change the ranking of the NotesNotes or the Guarantee; (viiviii) modify or amend the terms and conditions of the obligations of the Guarantor, as guarantor of the Notes, in any manner that is adverse to the rights of the Holders, as such, other than (x) any elimination of the Guarantee in accordance with this Indenture; or (y) to give effect to any Guarantor Business Combination Event in accordance with this Indenture; (ix) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixxi) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii), (iv) and (ivv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionExchange, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. With the consent (A) Generally. Subject to Sections 8.01evidenced as provided in Section 9.1 (Evidence of Action by Noteholders), 7.05 and 7.08 and the immediately following sentencewhich may include consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Company and the Trustee may, with the consent Notes) of the Holders of not less than a majority in aggregate principal amount of the Notes then outstandingat the time Outstanding, the Issuer, when authorized by a Board Resolution of the Board of Directors of the Issuer, the Guarantors and the Trustee may, from time to time and at any time, supplement, modify or amend or supplement this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating (or waiving any past default or compliance with) any of the provisions of the Indenture or of any supplement or amendment hereto or modifying in any manner not covered by Section 10.1 (Without the Consent of Holders) the rights of the Holders of the Notes under the Indenture; provided that no such supplement, modification or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01amendment shall, without the consent of each Holder of Notes then Outstanding and affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, maythereby: (ia) reduce the principal, principal amount of the Notes whose Holders must consent to an amendment or extend the stated maturity, of any Notewaiver; (iib) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, rate of or extend the time for the payment, payment of interest (including default interest) on any Notethe Notes; (ivc) make any change that adversely affects reduce the conversion rights principal of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect or premium, if any, on the Issue Date); (vi) or change the ranking Stated Maturity of the Notes; (viid) waive a Default in the payment of the principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note the principal of or premium, if any, or interest on the Notes payable in money, or at a place of payment, any currency other than that stated in this Indenture or the NoteNotes; (viiif) reduce make any change in Sections 5.1 (Payment Of Principal, Premium and Interest), 7.6 (Limitation on Suits), 7.8 (Control by Holders) or 8.2(f) (this sentence); (g) waive a redemption payment with respect to the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modificationNotes; or (ixh) release a Guarantor other than as provided herein. The Trustee, the Agents, the Authenticating Agent and the Transfer Agent are each hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplement, amendment or modification, and to make any direct further appropriate agreements and stipulations that may be therein contained, but none of the Trustee, any Agent, any Authentication Agent or indirect change any Transfer Agent shall be obligated to enter into any amendment, such supplement, waiver modification or modification provision of this amendment hereto that affects its respective own rights, duties or immunities under the Indenture or the Notes that requires otherwise. It shall not be necessary for the consent of each affected Holder. For the avoidance Holders of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of the Notes under this Section 8.02(A), no amendment or supplement 10.2 to this Indenture or approve the Notes, or waiver particular form of any provision of this Indenture proposed amendment, modification or supplemental hereto, but it shall be sufficient if such consent shall approve the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holdersubstance thereof.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.  (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors, the Trustee and the Trustee Collateral Agent (if applicable) may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingMajority Holders, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the NotesNotes or any of the other Indenture Documents, or waiver of any provision of this Indenture or the NotesNotes or any of the other Indenture Documents, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price or Asset Sale Excess Proceeds Offer Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or; (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder; (x) release all or substantially all of the Subsidiary Guarantees of the Subsidiary Guarantors other than in accordance with Article 12; or (xi) subordinate the payment of the Notes or Subsidiary Guarantees to any other obligation of the Issuers or the Subsidiary Guarantors. Notwithstanding the foregoing, without the consent of Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (i) release all or substantially all of the Collateral from the Liens securing the Notes Obligations created by the Security Documents or (ii) change or alter the priority of the Liens securing the Notes Obligations created by the Security Documents in any manner adverse to the holders of the Notes or (iii) make any change in the Intercreditor Agreement or in the provisions of this Indenture or any Security Document dealing with the application of proceeds of the Collateral that would materially adversely affect the Holders or alter the priority of the security interests in the Collateral. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the NotesNotes or any of the other Indenture Documents, or waiver of any provision of this Indenture or the NotesNotes or any of the other Indenture Documents, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date, Asset Sale Excess Proceeds Offer Purchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest Special Interest or Additional Interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes in a manner that adversely affects any Holder; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this the Indenture or the Notes or waive compliance with any provision of this the Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price, Fundamental Change Repurchase Price or Fundamental Change Optional Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date, Optional Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.019.01, 7.05 8.05 and 7.08 8.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.019.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 8.08 (as such section is in effect on the Issue Date); (vi) change the ranking subordination of the NotesNotes in any manner that is adverse to the rights of the Holders, as such; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A9.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. ‌ ​ ​ For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion exchange rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees; (vii) modify or amend the terms and conditions of the obligations of the Guarantors, as Guarantors of the Notes, in any manner that is adverse to the rights of the Holders, as such; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionexchange, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of any interest on any NoteNote (other than Additional Interest or Special Interest); (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of in this Indenture or the Notes Article 8 that requires the consent of each affected HolderHolder or in the waiver provisions in Section 7.02 or Section 7.05. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture Indenture, the Notes or the Notes Guarantee or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesGuarantee. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the NotesGuarantee, or waiver of any provision of this Indenture Indenture, the Notes or the NotesGuarantee, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantee; (vii) other than in accordance with the provisions of this Indenture, eliminate the Guarantee; ​ ​ ​ (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: : (i) reduce the principal, or extend the stated maturity, of any Note; ; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; ; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; ; (iv) make any change that adversely affects the conversion rights of any Note; ; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); ; (vi) change the ranking of the Notes; ; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; ; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) GenerallyThis Section 10.2 supersedes and replaces Section 9.2 of the Original Indenture with respect to the Notes, and references to “Section 9.2” of the Original Indenture shall instead refer to this “Section 10.2” of this Second Supplemental Indenture. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with With the consent of the Holders of not less than a majority in aggregate principal amount of outstanding Notes, the Notes then outstanding, Issuer and the Trustees may amend or supplement this the Indenture or the Notes for the purpose of adding any provisions to or waive compliance with changing in any provision manner or eliminating any of this Indenture the provisions of the Indenture, or modifying the Notes. Notwithstanding anything to rights of the contrary in Holders of Notes under the foregoing sentenceIndenture; provided, but subject to Section 8.01however, that without the consent of each Holder of the outstanding Notes affected Holderthereby, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or Issuer and the Notes, mayTrustees may not: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (via) change the ranking Stated Maturity of the principal of, or any installment of principal or interest on, the Notes; (viib) make any Note payable in money, reduce the principal amount thereof or at a place reduce the rate of payment, other than that stated in this Indenture or the Noteinterest thereon; (viiic) reduce any premium payable on redemption thereof; (d) change any obligation of the Issuer to pay Additional Amounts; (e) change the currency in which principal, and any premium, Additional Amounts or interest thereon is payable; (f) impair the right to institute suit for the enforcement of any payment on any of the Notes when due; (g) reduce the percentage in principal amount of Notes whose Holders must consent to any amendmentthe Notes, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For whose Holders is required under the avoidance provisions of doubt, pursuant to clauses (i), (ii), (iii) and (iv) Section 10.1 of this Second Supplemental Indenture, this Section 8.02(A)10.2, no amendment or supplement to this Section 5.13 of the Original Indenture or Section 10.7 of the Notes, Original Indenture for any amendment or waiver of any provision compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences provided for in the Indenture; (h) modify the provisions of Section 10.1 of this Indenture or the NotesSecond Supplemental Indenture, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionthis Section 10.2, or otherwise)Sections 5.13, 10.5 or 10.7 of the date(s) Original Indenture, except to increase any percentage of Holders whose consent is required for such amendment or time(s) such consideration is payable waiver or deliverable, as applicable, to provide that certain provisions of the Indenture cannot be modified or waived without the consent of each Holder of the outstanding Notes affected Holderthereby; or (i) modify Article 6 of this Second Supplemental Indenture in a manner adverse to the Holders of the Notes. No amendment may be made to the subordination provisions in Article 6 of this Second Supplemental Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or their representative) consent to such change.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change in any manner adverse to any Holder the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the stated time for the payment, of interest Special Interest or Additional Interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note, except as otherwise permitted by this Indenture; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the NoteNote or make any Note payable at a place of payment outside of the continental United States; (viii) reduce the percentage in aggregate principal amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture the Indenture, the Notes or the Notes Guarantees or waive compliance with any provision of this Indenture the Indenture, the Notes or the NotesGuarantees. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture the Indenture, the Notes or the NotesGuarantees, or waiver of any provision of this Indenture the Indenture, the Notes or the NotesGuarantees, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend change the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion Exchange rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees; (vii) modify or amend the terms and conditions of the obligations of the Guarantors, as guarantors of the Notes, in any manner that is adverse to the rights of the Holders, as such, other than any elimination of a Guarantee in accordance with the Indenture; (viii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionExchange, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingoutstanding (including consents obtained in connection with a repurchase of, or tender or exchange offer for, Notes), amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: : (i) reduce the principal, or extend change the stated maturity, of any Note; ; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; ; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; ; (iv) make any change that adversely affects the conversion rights of any Note; ; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); ; (vi) change the ranking of the Notes; ; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; ; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.each

With the Consent of Holders. (A) Generally. Subject to Sections Section 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion exchange rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the NotesNotes or the Guarantees; (vii) modify or amend the terms and conditions of the obligations of the Guarantors, as Guarantors of the Notes, in any manner that is adverse to the rights of the Holders, as such; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionexchange, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Subsidiary Guarantors, the Collateral Agent and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingRequired Holders, amend or supplement this Indenture or the any Notes Document or waive compliance with any provision of this Indenture or the Notesany Notes Document. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notesany Notes Documents, or waiver of any provision of this Indenture or the Notesany Notes Documents, may: : (i) reduce the principal, or extend the stated maturitymaturity (or amend the definition of “Maturity Date”, as in effect on the Issue Date) of any Note; ; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price the repurchase price specified in Section 3.12 or Section 3.17 for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; ; (iii) reduce the rate, or extend the stated time for the payment, of interest on any Note; ; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); ; (viv) change or modify the ranking of the Notes or the Guarantees, change or modify the lien priority or payment priority of the Notes or the Guarantees, release any Guarantee except as permitted by the terms of the Notes Documents, or subordinate the Notes; , the Guarantee, or the liens securing the Notes or the Guarantees to any other Indebtedness of the Company or any Subsidiary Guarantor except as permitted by the terms of the Notes Documents; (viivi) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; ; (viiivii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or or (ixviii) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes Documents that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iviii) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notesany Notes Document, or waiver of any provision of this Indenture or the Notesany Notes Document, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date required repurchase date or the Maturity Date or upon conversionDate, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. - 81 - In addition, without the consent of the Holders of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Collateral Document or the provisions in this Indenture dealing with the Collateral or the Collateral Documents in a manner that would (i) have the impact of releasing all or substantially all of the Collateral from the Liens of the Collateral Documents (except as permitted by the terms of this Indenture or the Collateral Documents as in effect on the Issue Date) or (ii) permit the Company to issue additional Notes under this Indenture (except as permitted as of the date hereof) or incur Indebtedness that is pari passu with the Notes as it relates to the Collateral.

With the Consent of Holders. (A) A. Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) i. reduce the principal, or extend the stated maturity, of any Note; (ii) . reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) . reduce the rate, or extend the time for the payment, of interest on any Note; (iv) . make any change that adversely affects the conversion rights of any Note; (v) v. impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) . change the ranking of the Notes; (vii) . make any Note note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) . reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) . make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this the Indenture or the Notes or waive compliance with any provision of this the Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the absolute rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this the Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this the Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this the Indenture or the Notes, or waiver of any provision of this the Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.