Common use of With the Consent of Holders Clause in Contracts

With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), alter the redemption provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premium, if any, or interest on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) 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 Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest on the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notes; (h) except as permitted herein (including Section 9.01(a)), increase the Conversion Price or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders thereof; or (i) make any change to the abilities of holders of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (i) of this Section 9.02. To secure a consent of the holders of Convertible Subordinated Notes under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Convertible Subordinated Notes a notice briefly describing the amendment or waiver.

With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), (d), (g) or (h), alter the redemption provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Liquidated Damages on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premium, if any, or interest or Liquidated Damages on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) 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 Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest or Liquidated Damages on the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notes; (h) except as permitted herein (including Section 9.01(a)), increase the Conversion Price or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders thereof; or (i) make any change to the abilities of holders of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (i) of this Section 9.02. To secure a consent of the holders of Convertible Subordinated Notes under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Convertible Subordinated Notes a notice briefly describing the amendment or waiver. In order to amend any provisions of Article 11, holders of at least 75% in aggregate principal amount of Convertible Subordinated Notes then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Convertible Subordinated Notes.

With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), alter the redemption provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Liquidated Damages on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premium, if any, or interest or Liquidated Damages on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) 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 Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest or Liquidated Damages on the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notes; (h) except as permitted herein (including Section 9.01(a)), increase the Conversion Price or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders thereof; or (i) make any change to the abilities of holders of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (i) of this Section 9.02. To secure a consent of the holders of Convertible Subordinated Notes under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Convertible Subordinated Notes a notice briefly describing the amendment or waiver.

With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend or supplement this Indenture or the Convertible Subordinated Notes with the written consent of the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated the Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of Company and the Convertible Subordinated Notes then outstanding Trustee may also waive any existing Default or compliance in a any particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes). However, without the consent of each holder of a Convertible Subordinated Note Holder affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holderHolder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a)9.01, alter the redemption or repurchase provisions with respect thereto; (c) reduce the rate of or amount of, or change the time for payment of, interest, including defaulted interestinterest and Liquidated Damages, if any, and any Redemption Price, Purchase Price or Designated Event Repurchase Price, if applicable, on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premiuminterest or Liquidated Damages, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders Holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premium, if any, or interest on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) 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 Convertible Subordinated Notes Holders to receive payments of principal of, premiumof or interest or Liquidated Damages, if any, and any Redemption Price, Purchase Price or interest Designated Event Repurchase Price, if applicable, on the Convertible Subordinated Notes; (g) waive a redemption the payment of any Designated Event Repurchase Price with respect to any Convertible Subordinated NotesNote; (h) increase the Conversion Price or, except as permitted herein (including Section 9.01(a)9.01), increase the Conversion Price or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders Holders thereof; or (i) make any change to the abilities of holders of Convertible Subordinated Notes Holders to enforce their rights hereunder or the provisions of clauses (a) through (i) of this Section 9.02. To secure a consent of the holders of Convertible Subordinated Notes Holders under this Section, it shall not be necessary for such holders Holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Convertible Subordinated Notes Holders a notice briefly describing the amendment or waiver.

With the Consent of Holders. Subject to Section 6.076.7, the Company Company, the Guarantor and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 6.4 and 6.076.7, the holders of a majority in principal amount of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section 9.2 may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), alter the redemption provisions with respect theretoNote; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Liquidated Damages on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premiuminterest or Liquidated Damages, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premium, if any, interest or interest Liquidated Damages on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) 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 Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest on or Liquidated Damages on, the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notes; (h) except as permitted herein (including Section 9.01(a9.1(a)), increase the Conversion Price or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders thereof; or (ih) make any change to the abilities of holders of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (ig) of this Section 9.029.2. To secure a consent of the holders of Convertible Subordinated Notes under this SectionSection 9.2, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.2 becomes effective, the Company shall mail to holders of Convertible Subordinated Notes a notice briefly describing the amendment or waiver.

With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend or supplement this Indenture or the Convertible Subordinated Notes with the written consent of the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated the Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of Company and the Convertible Subordinated Notes then outstanding Trustee may also waive any existing Default or compliance in a any particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes). However, without the consent of each holder of a Convertible Subordinated Note Holder affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holderHolder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a)9.01, alter the redemption or repurchase provisions with respect thereto; (c) reduce the rate of or amount of, or change the time for payment of, interest, including defaulted interestinterest and Liquidated Damages, if any, and any Redemption Price, Purchase Price or Designated Event Repurchase Price, if applicable, on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premiuminterest or Liquidated Damages, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders Holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premium, if any, or interest on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) 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 Convertible Subordinated Notes Holders to receive payments of principal of, premiumof or interest or Liquidated Damages, if any, and any Redemption Price, Purchase Price or interest Designated Event Repurchase Price, if applicable, on the Convertible Subordinated Notes; (g) waive a redemption the payment of any Designated Event Repurchase Price with respect to any Convertible Subordinated NotesNote; (h) decrease the Conversion Rate or, except as permitted herein (including Section 9.01(a)9.01), increase the Conversion Price or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders Holders thereof; or (i) make any change to the abilities of holders of Convertible Subordinated Notes Holders to enforce their rights hereunder or the provisions of clauses (a) through (i) of this Section 9.02. To secure a consent of the holders of Convertible Subordinated Notes under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Convertible Subordinated Notes a notice briefly describing the amendment or waiver9.

With the Consent of Holders. Subject to Section 6.076.7, the --------------------------- Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders of at least a majority the holders of 66 2/3% in aggregate principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 6.4 and 6.076.7, the holders of a majority 66 2/3% in aggregate principal amount of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder):not: (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, or except as permitted pursuant to Section 9.01(a)9.1, alter the redemption provisions with respect thereto; (c) reduce the rate of, or change extend the time for payment of, interest, including defaulted interest, on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premium, if any, or interest on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) waive a redemption payment with respect to any Convertible Subordinated (g) except as permitted herein, increase the Conversion Price or except as permitted pursuant to Section 9.1, modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders thereof; or (h) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default defaults, or the rights of holders of Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest on the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notes; (h) except as permitted herein (including Section 9.01(a)), increase the Conversion Price Notes or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders thereof; or (i) make any change to the abilities of holders of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (ih) of this Section 9.029.2. To secure a consent of the holders of Convertible Subordinated Notes under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Convertible Subordinated Notes a notice briefly describing the amendment or waiver.. In order to amend any provisions of Article 11, holders of at least 75 principal amount of Convertible Subordinated Notes then outstanding must consent to such

With the Consent of Holders. Subject to Section 6.076.07 hereof, the Company Issuer, the Mexican Trustee and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), alter the redemption provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders Holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding Notes (including without limitation consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). Subject to Section 6.04 and Section 6.07 hereof, the Holders of a waiver majority in principal amount of the then-outstanding Notes (including without limitation by consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes) may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder of an outstanding Note affected, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder: (a) reduce the amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the rate of or change or have the effect of changing the time for payment default of Interest on any Notes; (c) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; (d) make any Notes payable in money other than that resulted from such acceleration)stated in the Notes; (e) make any change in provisions of this Indenture entitling each Holder to receive payment of principal and Interest on such Holder’s Notes on or after the principal ofdue date thereof or setting forth the contractual right to bring suit to enforce such payment, or premium, if any, permitting Holders of a majority in principal amount of Notes to waive Defaults or interest on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated NotesEvents of Default; (f) reduce the Change of Control Payment of any Note or amend or modify in any manner adverse to the Holders, the Issuer’s contractual obligation to make payment of such Change of Control Payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (g) make any change in the provisions of this the Indenture relating to waivers of past Defaults or Events of Default or described under Section 4.12 hereof that adversely affects the rights of holders any Holder or amend the terms of Convertible Subordinated Notes to receive payments the Notes, in each case, in a way that would result in a loss of principal of, premium, if any, or interest on the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notesexemption from Taxes; (h) except as permitted herein (including Section 9.01(a)), increase the Conversion Price or modify make any change to the provisions contained herein relating to conversion of this Indenture or the Notes that adversely affects the ranking of the Convertible Subordinated Notes in a manner adverse to the holders thereofNotes; orand (i) make any change to the abilities provisions of holders of Convertible Subordinated Notes to enforce their rights hereunder this Indenture or the provisions Notes that adversely affects the contractual conversion rights of clauses (a) through (i) of this Section 9.02any Notes. To secure a consent or waiver of the holders of Convertible Subordinated Notes Holders under this SectionSection 9.02, it shall not be necessary for such holders Holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section Article IX becomes effective, the Company Issuer shall mail to holders of Convertible Subordinated Notes the Holders a notice briefly describing the amendment or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or waiver under this Article IX.

With the Consent of Holders. Subject to Except as provided below in this Section 6.079.02, the Company Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or Indenture, the Convertible Subordinated Notes Notes, the Subsidiary Guarantees and the Security Documents with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes or a solicitation of consents in respect of Notes). Subject , provided that in each case such offer or solicitation is made to Sections 6.04 and 6.07, the holders all Holders of a majority in principal amount then outstanding Notes on equal terms) of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), alter the redemption provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders Holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver Notes. Upon the request of the payment default that resulted from such acceleration); (e) make Company and the principal ofSubsidiary Guarantors, or premium, if any, or interest on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) 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 Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest on the Convertible Subordinated Notes; (g) waive accompanied by a redemption payment with respect to any Convertible Subordinated Notes; (h) except as permitted herein (including Section 9.01(a)), increase the Conversion Price or modify the provisions contained herein relating to conversion Board Resolution of the Convertible Subordinated Notes in a manner adverse to Company and each Subsidiary Guarantor authorizing the holders thereof; or (i) make execution of any change to such supplemental indenture or amendment, and upon the abilities filing with the Trustee of holders evidence of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (i) of this Section 9.02. To secure a consent of the holders Holders as aforesaid, and upon receipt by the Trustee of Convertible Subordinated Notes under this Sectionthe Opinion of Counsel documents described in Section 9.06, it the Trustee may, but shall not be obligated to, join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture or amendment. It shall not be necessary for such holders the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After The Holders of a majority in aggregate principal amount of the then outstanding Notes may waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents (including waivers obtained in connection with a tender offer or exchange offer for Notes or a solicitation of consents in respect of Notes, provided that in each case such offer or solicitation is made to all Holders of the then outstanding Notes on equal terms). However, without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section becomes effective9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest or premium or additional interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than U.S. dollars; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or additional interest, if any, on the Notes; (7) release any Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; (8) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Subsidiary Guarantees; (9) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.11 hereof, the obligation of the Company to make and consummate an Event of Loss Offer with respect to any Event of Loss in accordance with Section 4.21 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.15 hereof, including, in each case, amending, changing or modifying any definition relating thereto; (10) amend or modify any of the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Subsidiary Guarantee in any manner adverse to the Holders of the Notes or any Subsidiary Guarantee; or (11) make any change in the preceding amendment and waiver provisions. In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes other than in accordance with this Indenture and the Security Documents or modifying the Intercreditor Agreement, other than in accordance with the terms of this Indenture or the Security Documents, in any manner adverse in any material respect to the Holders of the Notes will require the consent of the Holders of at least 662/3% in aggregate principal amount of the Notes and Permitted Additional Pari Passu Obligations then outstanding, voting as one class. The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall mail have been the Holder of record of any Notes with respect to holders which such consent is required or sought as of Convertible Subordinated Notes a date identified by the Trustee in a notice briefly describing furnished to Holders in accordance with the amendment or waiverterms of this Indenture.

With the Consent of Holders. Subject to Section 6.07, the Company Issuer, the Mexican Trustee and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), alter the redemption provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders Holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding Notes (including without limitation consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). Subject to Section 6.04 and Section 6.07, the Holders of a waiver majority in principal amount of the then-outstanding Notes (including without limitation by consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes) may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder of an outstanding Note affected, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder: (a) reduce the amount of Notes whose Holders must consent to an amendment or waiver; (b) reduce the rate of or change or have the effect of changing the time for payment default of Interest on any Notes; (c) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; (d) make any Notes payable in money other than that resulted from such acceleration)stated in the Notes; (e) make any change in provisions of this Indenture entitling each Holder to receive payment of principal and Interest on such Holder’s Notes on or after the principal ofdue date thereof or to bring suit to enforce such payment, or premium, if any, permitting Holders of a majority in principal amount of Notes to waive Defaults or interest on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated NotesEvents of Default; (f) reduce the Change of Control Payment of any Note or amend or modify in any manner adverse to the Holders, the Issuer’s obligation to make payment of such Change of Control Payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (g) make any change in the provisions of this the Indenture relating to waivers of past Defaults or Events of Default or described under Section 4.12 that adversely affects the rights of holders any Holder or amend the terms of Convertible Subordinated Notes to receive payments the Notes, in each case, in a way that would result in a loss of principal of, premium, if any, or interest on the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notesexemption from Taxes; (h) except as permitted herein (including Section 9.01(a)), increase the Conversion Price or modify make any change to the provisions contained herein relating to conversion of this Indenture or the Notes that adversely affect the ranking of the Convertible Subordinated Notes in a manner adverse to the holders thereofNotes; orand (i) make any change to that impairs or adversely affects the abilities conversion rights of holders of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (i) of this Section 9.02any Notes. To secure a consent or waiver of the holders of Convertible Subordinated Notes Holders under this SectionSection 9.02, it shall not be necessary for such holders Holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section Article IX becomes effective, the Company Issuer shall mail to holders of Convertible Subordinated Notes the Holders a notice briefly describing the amendment or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or waiver under this Article IX.

With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), alter the redemption provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Liquidated Damages on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premium, if any, or interest or Liquidated Damages on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) 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 Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest on the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notes; (h) except as permitted herein (including Section 9.01(a)), increase the Conversion Price or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders thereof; or (i) make any change to the abilities of holders of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (i) of this Section 9.02. To secure a consent of the holders of Convertible Subordinated Notes under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Convertible Subordinated Notes a notice briefly describing the amendment or waiver.Convertible

With the Consent of Holders. Subject to Section 6.079.7, the Company Company, the Guarantor and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 9.4 and 6.079.7, the holders of a majority in principal amount of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section 12.2 may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), alter the redemption provisions with respect theretoNote; (c) reduce the rate of, or change the time for payment of, interest, including Contingent Interest, defaulted interest, or Liquidated Damages on any Convertible Subordinated Note; (d) reduce the Redemption Price, Repurchase Price or Fundamental Change Payment or change the time at which the Convertible Notes may be redeemed pursuant to Article 3 or must be purchased at the option of a holder pursuant to Articles 4 or 5; 49 (e) waive a Default or Event of Default in the payment of principal of or premiuminterest (including Contingent Interest, if any) or Liquidated Damages, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (ef) make the principal of, or premium, if any, interest (including Contingent Interest) or interest Liquidated Damages on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (fg) 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 Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest on (including Contingent Interest) or Liquidated Damages on, the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notes; (h) except as permitted herein (including Section 9.01(a12.1(a)), increase the Conversion Price or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders thereof; or (i) make any change to the abilities of holders of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (ih) of this Section 9.0212.2. To secure a consent of the holders of Convertible Subordinated Notes under this SectionSection 12.2, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 12.2 becomes effective, the Company shall mail to holders of Convertible Subordinated Notes a notice briefly describing the amendment or waiver.

With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Convertible Subordinated Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes) may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), or alter the redemption mandatory repurchase provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Liquidated Damages on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premiuminterest or Liquidated Damages, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premiuminterest or Liquidated Damages, if any, or interest on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) 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 Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest or Liquidated Damages on the Convertible Subordinated Notes; (g) waive a redemption mandatory repurchase payment with respect to any Convertible Subordinated Notes; (h) except as permitted herein (including Section 9.01(a)), increase the Conversion Price or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders thereof; or (i) make any change to the abilities of holders of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (i) of under this Section 9.02Indenture. To secure a consent of the holders of Convertible Subordinated Notes under this SectionSection 9.02, it shall not be necessary for such holders to approve the particular form of any 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 Subordinated 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 Subordinated Notes then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Convertible Subordinated Notes.

With the Consent of Holders. Subject to Section 6.07, With the Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders Holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder of a Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or premium on or change the fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), alter the redemption provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, on any Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least less than a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding Outstanding Securities, by Act of said Holders delivered to the Issuer and the Fiscal Agent, the Issuer, when authorized by a waiver Board Resolution, and the Fiscal Agent may amend this Agreement and the Securities for the purpose of adding any provisions to or changing in any manner or eliminating any of the payment default provisions of this Agreement or of modifying in any manner the rights of the Holders under this Agreement of such Securities; provided, however, that resulted from no such acceleration);supplemental agreement shall, without the consent of the Holder of each Outstanding Security, (e1) make change the stated maturity of the principal or any installment of principal of, or premium, if any, or any installment of interest on, any Convertible Subordinated Note payable Security, or reduce the principal amount thereof or the interest thereon, or change any place of payment, or the coin or currency in money other than as which principal or interest is payable, or impair the right of any Holder to institute suit of the enforcement of any payment of principal and interest, or (2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any modification or amendment of this Agreement, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Agreement or certain defaults hereunder and their consequences) provided for herein and in this Agreement, or reduce the Convertible Subordinated Notes;requirements for quorum or voting, or (f3) make modify any change in of the provisions of this Indenture relating to waivers of past Defaults Section or Events of Default or the rights of holders of Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest on the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notes; (hSection 6(b) except as permitted herein (including Section 9.01(a)), to increase the Conversion Price any percentage of Holder consents required or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders thereof; or (i) make any change to the abilities of holders of Convertible Subordinated Notes to enforce their rights hereunder or the provide that certain other provisions of clauses (a) through (i) of this Section 9.02. To secure a Agreement cannot be modified or waived without the consent of the holders Holder of Convertible Subordinated Notes under each Outstanding Security affected thereby. In addition to the foregoing, without the express written consent of the FDIC, the parties hereto agree not to amend, modify, supplement or waive any provision in this SectionAgreement that is related to the principal, it interest, payment, default or ranking of the Securities, that is required to be included herein pursuant to the Master Agreement or the amendment of which would require the consent of the Holders of any or all of the Securities. It shall not be necessary for such holders any Act of Holders of the Securities under this Section to approve the particular form of any proposed amendment or waiversupplemental agreement to this Agreement, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Convertible Subordinated Notes a notice briefly describing the amendment or waiver.

With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Senior Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Senior Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Senior Convertible Subordinated Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Senior Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Senior Convertible Subordinated Notes. However, without the consent of each holder of a Senior Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Senior Convertible Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of Senior Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver; (b) reduce the principal of of, or premium on on, or change the fixed maturity of any Senior Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), (d), (g) or (h), alter the redemption or repurchase provisions with respect thereto; (c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Liquidated Damages on any Senior Convertible Subordinated Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages on the Senior Convertible Subordinated Notes (except a rescission of acceleration of the Senior Convertible Subordinated Notes by the holders of at least a majority in aggregate principal amount of the Senior Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, or premium, if any, or interest or Liquidated Damages on, any Senior Convertible Subordinated Note payable in money other than as provided for herein and in the Senior Convertible Subordinated Notes; (f) 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 Senior Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest or Liquidated Damages on the Senior Convertible Subordinated Notes; (g) waive a redemption payment or a Designated Event Payment with respect to any Senior Convertible Subordinated Notes; (h) increase the Conversion Price or, except as permitted herein (including Section 9.01(a)), increase the Conversion Price or modify the provisions contained herein relating to conversion of the Senior Convertible Subordinated Notes in a manner adverse to the holders thereof; or (i) make any change to the abilities of holders of Senior Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (i) of this Section 9.02. To secure a consent of the holders of Senior Convertible Subordinated Notes under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Senior Convertible Subordinated Notes a notice briefly describing the amendment or waiver.

With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Convertible Subordinated Notes with the written consent of the holders Holders of at least a majority in principal amount of the then outstanding Convertible Subordinated Notes held by persons other than an Affiliated Entity (including consents obtained in connection with a tender offer or exchange offer for Convertible Subordinated Notes). Subject to the right of a 50% Affiliated Holder to accelerate the Notes as described under Section 6.02 and also to Sections 6.04 and 6.07, the holders Holders of a majority in principal amount of the Convertible Subordinated then-outstanding Notes then outstanding held by Persons other than an Affiliate or an Affiliated Entity (including consents obtained in connection with a tender offer or exchange offer for Notes) may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Convertible Subordinated Notes. However, without the consent of each holder Holder of a Convertible Subordinated Note affectedaffected (including any Holder that is an Affiliated Entity), an amendment or waiver under this Section may not (not, with respect to any Convertible Subordinated Notes held by a non-consenting holder):Holder: (a) reduce the principal amount of Convertible Subordinated Notes whose holders Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of, any Designated Event Payment in respect of or premium on (including any Make Whole Premium payable), or change the fixed maturity of of, any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), alter the redemption provisions with respect theretoNote; (c) reduce the rate of, or change the time for payment of, interestinterest on any Note, including defaulted interest, on any Convertible Subordinated Noteif any; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least a majority as provided in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such accelerationSection 6.02); (e) make the principal of, or premium, if any, or interest on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of holders Holders of Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest on or the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notes; (h) except as permitted herein (including Section 9.01(a)), increase reduce the Conversion Price Rate or modify the provisions contained herein relating to conversion of the Convertible Subordinated Notes in a manner adverse to the holders Holders thereof; or (ih) make any change to the abilities of holders Holders of Convertible Subordinated Notes to enforce their rights hereunder or the provisions of clauses (a) through (ih) of this Section 9.02. In order to amend any provisions of Article XI, if such amendment would adversely affect the rights of Holders, (i) at least 75% in aggregate principal amount of the Notes then outstanding and (ii) at least 75% in aggregate principal amount of the Notes then outstanding (other than those held by an Affiliated Entity) must consent to such amendment. To secure a consent of the holders Holders of Convertible Subordinated Notes under this Section, it shall not be necessary for such holders Holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section Article IX becomes effective, the Company shall mail to holders Holders of Convertible Subordinated Notes a notice briefly describing the amendment or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver under this Article IX.