Common use of With Consent of Noteholders Clause in Contracts

With Consent of Noteholders. Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders must consent to an amendment, supplement or waiver of any provision of this Indenture; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then then-outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated fixed maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof;Security; or (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase convert Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests into Common Stock of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the SecuritiesCompany. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then then-outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated fixed maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, premium, if any, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereofSecurity; (h) make any change that adversely affects impairs the right of Noteholders to require convert Securities into Common Stock of the Company to repurchase Securities upon the occurrence of a Designated Event;Company; or (i) make any change modify the conversion or subordination provisions set forth in Articles Article V or VI hereof that adversely affects and Article VI, respectively, in a manner adverse to the interests holders of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative Representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 hereof, the Company (a) The Issuer and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture or the Securities Timber Notes or any Additional Timber Notes without notice to any Noteholder but (i) with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount Majority Holders and Rating Agency Confirmation or (ii) with the written consent of the then outstanding SecuritiesSupermajority Holders (after prior notice of the Rating Agency Evaluation) and Rating Agency Evaluation. Subject to Sections 8.04 7.9 and 8.07 hereof7.17, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding Majority Holders may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company Issuer with any provision of this Indenture Indenture, the Deed of Trust or the Securities. HoweverTimber Notes or any Additional Timber Notes without notice to any Noteholder. (b) Notwithstanding anything to the contrary contained in Sections 10.1 and 10.2(a), without the consent of each Noteholder affected, an amendment, supplement supplement, other modification or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder):not: (a1) reduce the aggregate outstanding principal amount of Securities Timber Notes (or of Timber Notes and any Additional Timber Notes, as applicable) whose holders Noteholders must consent to an amendment, supplement supplement, other modification or waiver of any provision of this Indenturewaiver; (b2) reduce the rate of or change extend the time for payment of interest on any SecurityTimber Note; (c3) reduce the principal of or change extend the stated fixed maturity of any Security Timber Note or alter Additional Timber Note; or (4) reduce the premium payable (including any change in the formulas utilized to compute such amount) upon the redemption provisions with respect theretoor prepayment of any Timber Note or Additional Timber Note; (d5) make any Security Timber Note or Additional Timber Note payable in money other than that stated in the SecurityTimber Note or Additional Timber Note; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j6) impair the right to institute suit for the enforcement of any payment on or with respect to any Timber Note or Additional Timber Note; or (7) make any change in this Section 10.2. (c) It shall not be necessary for the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders 10.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt . (or any group or representative thereof authorized to give a consentd) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement supplement, waiver or waiver other modification under this Section 11.02 becomes effective, the Company Issuer shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the amendment validity of an amendment, supplement, waiver or waiverother modification under this Section. Any amendment, supplement, waiver or other modification shall be binding upon all subsequent transferees of Notes.

With Consent of Noteholders. Subject to Section 8.07 6.07 --------------------------- hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 6.04 and 8.07 6.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder):not: (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated fixed maturity of any Security Security, or alter the redemption provisions with respect theretoof Sections 7 and 8 of the Initial Note and Sections 6 and 7 of the Exchange Note; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.036.04, 8.04, 8.07 6.07 or 11.02 9.02 hereof (this sentence);; or (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the SecuritiesSecurity. To secure a consent of the Noteholders under this Section 11.029.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject Section 9.2 of the Original Indenture is hereby amended and restated with respect to Section 8.07 hereof, the Notes (but not with respect to any other series of Securities) as follows: “The Company and the Trustee may amend or supplement this Indenture or the Securities Notes with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) affirmative vote of the Noteholders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities. Subject to Sections 8.04 and 8.07 hereofOutstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Noteholders Notes), without prior notice to any other Noteholder. However, without the written consent or the affirmative vote of the Holder of each Outstanding Note affected by such amendment (including, without limitation, consents obtained in connection with or purchase of, or tender offer or exchange offer for, the Notes), an amendment may not: (a) change the Maturity Date of any Note or the date of any interest payment due upon any Note; (b) reduce the rate of interest on any Note; (c) reduce the principal amount of any Note; (d) reduce the amount payable upon the repurchase of any Notes; (e) change the Company’s obligation to repurchase any Notes upon a Fundamental Change in a manner adverse to the Holders; (f) except as otherwise permitted pursuant to this Indenture, affect the right of a Holder to convert any Notes and receive the Conversion Settlement Amount in satisfaction of the Conversion Obligation or reduce the Conversion Rate; (g) impair the right of a Holder to receive payment with respect to the Notes or to institute suit for payment of any Notes; (h) change the currency in which any Note is payable; (i) change the Company’s obligation to maintain an office or agency in New York City under Section 4.03 hereof; (j) reduce the percentage in aggregate principal amount of the Outstanding Notes required for waiver of past Defaults or Events of Default pursuant to Section 6.02, or otherwise modify Section 6.02 in any manner materially adverse to any Holder, except to increase the percentage in aggregate principal amount of the Outstanding Notes required for waiver or to provide for consent of each affected Noteholder; or (k) make any change to the second sentence of this Section 8.02. For the avoidance of doubt, the only written consent or affirmative vote required to approve any of the foregoing changes is the written consent or affirmative vote of the Holder of each Note affected by such change; the written consent or affirmative vote of the Holders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer Outstanding Notes is not additionally required. It is not necessary for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver the Holders of Notes under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders must consent to an amendment, supplement or waiver of any provision of this Indenture; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. An After an amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 8.02 becomes effective, the Company shall mail send to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment or waiverunder this Section.”

With Consent of Noteholders. Subject to Section 8.07 hereofThe Company, the Company Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Securities Notes with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) affirmative vote of the Noteholders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities(including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for the Notes), without prior notice to any other Noteholder. Subject to Sections 8.04 and 8.07 hereofHowever, without the written consent or the affirmative vote of the Holder of each outstanding Note affected by such amendment (including, without limitation, consents obtained in connection with or purchase of, or tender offer or exchange offer for, the Noteholders Notes), an amendment may not: (a) change the Maturity Date of any Note or the date of any interest payment due upon any Note; (b) reduce the rate of interest on any Note; (c) reduce the principal amount of, or any Additional Amounts, if any, on any Note; (d) reduce the amount payable in relation to the repurchase of any Notes; (e) change the Company’s obligation to repurchase any Notes upon a Fundamental Change in a manner adverse to the Holders; (f) except as otherwise permitted pursuant to this Indenture, affect the right of a Holder to convert any Notes and receive the shares of Class A Common Stock or the Conversion Settlement Amount in satisfaction of the Conversion Obligation or reduce the Conversion Rate; (g) release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee, except in accordance with this Indenture; (h) directly or indirectly release the Collateral except as permitted by the terms of this Indenture and the Security Agreements; (i) impair the right of a Holder to receive payment with respect to the Notes or to institute suit for payment of any Notes; (j) change the currency in which any Note is payable; (k) change the Company’s obligation to maintain an office or agency in New York City under Section 4.02 hereof; (l) reduce the percentage in aggregate principal amount of the outstanding Notes required for waiver of past Defaults or Events of Default pursuant to Section 6.02, or otherwise modify Section 6.02, except to increase the percentage in aggregate principal amount of the outstanding Notes required for waiver or to provide for consent of each affected Noteholder; or (m) make any change to the second sentence of this Section 9.02. For the avoidance of doubt, the only written consent or affirmative vote required to approve any of the foregoing changes is the written consent or affirmative vote of the Holder of each Note affected by such change; the written consent or affirmative vote of the Holders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer Notes is not additionally required. It is not necessary for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver the Holders of Notes under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders must consent to an amendment, supplement or waiver of any provision of this Indenture; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. An After an amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment or waiverunder this Section.

With Consent of Noteholders. Subject to Section 8.07 hereofModifications and amendments of this Indenture may be made by the Company, the Company Guarantors and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders Holders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent Notes (including consents obtained in connection with any a tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 the Notes); provided, however, that no such modification or waive compliance in a particular instance by the Company with any provision of amendment to this Indenture or the Securities. However, may (x) without the consent of Holders of 90% or more in aggregate principal amount of outstanding Notes, modify the ranking or priority of any Note or Guarantee or modify the definition of Senior Indebtedness or amend or modify the subordination provisions of this Indenture, in any case in any manner adverse to the Holders of the Notes, or (y) without the consent of the Holder of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder):Note affected thereby: (a1) change the maturity of the principal of or any installment of interest on any such Note or alter the optional redemption or repurchase provisions of any such Note or this Indenture in a manner adverse to the Holders of the Notes; (2) reduce the principal amount of Securities whose holders must consent to an amendment, supplement (or waiver of the premium on) any provision of this Indenturesuch Note; (b3) reduce the rate of or change extend the time for payment of interest on any Securitysuch Note; (c4) reduce the principal premium payable upon the redemption or repurchase of any Note or change the stated maturity time at which any Note may be redeemed as described in Article Three of any Security or alter this Indenture and paragraph 5 of the redemption provisions with respect theretoNote; (d5) make change the currency of payment of principal of (or premium on) or interest on any Security payable in money other than that stated in the Securitysuch Note; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j6) impair the right of the Holders of Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any such Note; (7) reduce the Securities. To secure a consent percentage of the Noteholders principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default or Event of Default in respect thereof; (8) waive a default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); (9) following the consummation of a Change of Control or the date the Company is required to make a Net Proceeds Offer, modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make the relevant Change of Control Offer or Net Proceeds Offer in a manner materially adverse to the Holders of Notes affected thereby; (10) make any change in the amendment or waiver provisions of this Indenture; or (11) change the provisions applicable to the redemption of any Note as described under paragraph 6 of the Notes, or make any change in the Escrow Agreement or the Qualified Letter of Credit that would adversely affect the Holders. In addition to the foregoing, no modification or amendment to this Section 11.02Indenture may modify in any manner adverse to the rights of any holder of Senior Indebtedness the definition of Senior Indebtedness or amend or modify the subordination provisions of this Indenture, it unless the holders of such Senior Indebtedness (or their representatives) consent to such change. It shall not be necessary for the Noteholders consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 11.02 8.02 becomes effective, the Company shall mail to Noteholders the Holders a notice briefly describing the amendment amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall rot, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. Subject to Section 8.07 hereofThe Company, the Company Subsidiary --------------------------- Guarantors and the Trustee may amend or supplement this Indenture or the Securities without notice to any Noteholder but with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any a tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities). However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section amendment may not (with respect to any Securities held by a nonconsenting Noteholder):not: (ai) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenture; (bii) reduce the rate of or change extend the time for payment of interest on any Security; (ciii) reduce the principal of or change extend the stated maturity Stated Maturity of any Security; (iv) reduce the premium payable upon the redemption of any Security or alter change the redemption provisions time at which any Security may be redeemed in accordance with respect theretoArticle 3; (dv) make any Security payable in money other than that stated in the Security; (evi) make any change in Article 10 or Article 12 that adversely affects the rights of any Noteholder under Article 10 or Article 12; (vii) make any change in Section 2.03, 8.04, 8.07 6.04 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment 6.07 or the principal of, or interest on, any Security (other than as provided in second sentence of this Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders9.02; or (jviii) impair modify the right Subsidiary Guarantees in any manner adverse to institute suit the Noteholders. It shall not be necessary for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 9.02 may not make any change that adversely affects the rights under Article VI 10 or Article 12 of any holder of Senior Debt Indebtedness then outstanding unless the holders of such Senior Debt Indebtedness (or any group or representative Representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver amendment under this Section 11.02 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment or waiverunder this Section 9.02.

With Consent of Noteholders. Subject to Section 8.07 8.7 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 8.4 and 8.07 8.7 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 8.4 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated fixed maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.038.4, 8.04, 8.07 8.7 or 11.02 11.2 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.048.4); (g) waive a redemption payment payable on any Security or a default is the payment thereofSecurity; (h) make any change that adversely affects the right of Noteholders to require convert Securities into Common Stock of the Company to repurchase Securities upon the occurrence of a Designated Event;Company; or (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.0211.2, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, amendment supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 hereofThe Company, the Company Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Securities Notes with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including without limitation, consents obtained in connection with any a purchase of, or tender offer or exchange offer for Securities) waive for, the Notes), without notice to any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securitiesother Noteholder. However, without the consent of each Noteholder affectedHolder of an outstanding Note affected (in addition to the majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes)), an amendment, supplement or waiver under this Section amendment may not (with respect to any Securities held by a nonconsenting Noteholder):not: (a) reduce the principal amount of Securities Notes whose holders Noteholders must consent to an amendment, supplement amendment or waiver of waive any provision of this Indenturepast Default; (b) reduce the rate of or change extend the time for payment of interest on any SecurityNote; (c) reduce the principal of or change extend the stated maturity Maturity Date of any Security or alter the redemption provisions with respect theretoNote; (d) make reduce the principal payable upon acceleration of the Maturity Date of any Security payable in money other than that stated in the SecurityNote; (e) make any change in Section 2.03, 8.04, 8.07 that impairs or 11.02 hereof (this sentence)adversely affect the right of a Holder to convert any Notes; (f) waive a default reduce the Fundamental Change Repurchase Price or change the time at which any Notes may be put by Noteholders for repurchase by the Company in accordance with Article 3, or amend or modify in any manner adverse to the Noteholders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the payment of the Designated Event Payment covenants, definitions or the principal of, or interest on, any Security (other than as provided in Section 8.04)otherwise; (g) waive make any Note payable in a redemption payment payable on any Security or a default is currency other than that stated in the payment thereofNote; (h) make release any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated EventSubsidiary Guarantor from its Note Guarantee, except as otherwise provided in this Indenture; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (j) make any change in Section 6.05 or the Securitiessecond sentence of this Section 9.02. To secure a It shall not be necessary for the consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An After an amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment or waiverunder this Section.

With Consent of Noteholders. Subject to Section 8.07 --------------------------- hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities Convertible Notes with the written consent (including consents obtained in connection with any tender offer or exchange offer for SecuritiesConvertible Notes) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding SecuritiesConvertible Notes. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities Convertible Notes then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for SecuritiesConvertible Notes) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the SecuritiesConvertible Notes. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities Convertible Notes held by a nonconsenting Noteholder): (a) reduce the amount of Securities Convertible Notes whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of or change the time for payment of interest on any SecurityConvertible Note; (c) reduce the principal of or change the stated fixed maturity of any Security Convertible Note or alter the redemption provisions with respect thereto; (d) make any Security Convertible Note payable in money other than that stated in the SecurityConvertible Note; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security Convertible Note (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereofConvertible Note; (h) make any change that adversely affects the right of Noteholders to require convert Convertible Notes into Common Stock of the Company to repurchase Securities upon the occurrence of a Designated Event;Company; or (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities Convertible Notes or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities Convertible Notes unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities Convertible Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 hereofThe Company, the Company when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to amend or supplement this Indenture or the Securities Notes with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders Holders of at least a majority in aggregate of the principal amount of the then outstanding SecuritiesNotes. Subject to Sections 8.04 and 8.07 hereof, the Noteholders The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the SecuritiesNotes without prior notice to any other Noteholder. HoweverNotwithstanding the preceding paragraph, without the consent of each Noteholder affected, an amendment, supplement amendment or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder):not: (a1) reduce the amount of Securities Notes whose holders Holders must consent to an amendment, supplement amendment or waiver of any provision of this Indenturewaiver; (b2) reduce the rate of or change the time for payment of interest interest, including default interest, on any SecurityNote; (c3) reduce the principal of or change the stated maturity Stated Maturity of any Security Note or alter make the redemption provisions with respect theretoNotes redeemable at the Company's option; (d4) make any Security Note payable in money currency other than that stated in the SecurityNote; (e5) make any change in this Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence)8.02; (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i6) make any change in Articles V or VI hereof this Indenture that adversely affects the interests ranking of the NoteholdersNotes or any Note Guarantee; (7) make any change in provisions of this Indenture relating to the rights of Holders of Notes to receive payment of principal of and interest on the Notes or permitting Holders of a majority in principal amount of Notes to waive Defaults; (8) after the obligation has arisen to make a Change of Control Offer or a Net Proceeds Offer, amend, change or modify in any material respect the obligation of the Company to make and complete such Change of Control Offer or make and complete such Net Proceeds Offer; or (j9) impair the right to institute suit for the enforcement of release any payment on or with respect Guarantor that is a Significant Subsidiary from its Note Guarantee other than pursuant to the Securitiesprovisions of Section 10.05. To secure a consent of the Noteholders under this Section 11.02, it It shall not be necessary for the Noteholders consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 11.02 8.02 becomes effective, the Company shall mail to Noteholders the Holders a notice briefly describing the amendment amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. Subject to Section 8.07 hereofModifications and amendments of this Indenture may be made by the Company, the Company Guarantors and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders Holders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent Notes (including consents obtained in connection with any a tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 the Notes); provided, however, that no such modification or waive compliance in a particular instance by the Company with any provision of amendment to this Indenture or the Securities. However, may (x) without the consent of Holders of 90% or more in aggregate principal amount of outstanding Notes, modify the ranking or priority of any Note or Guarantee or modify the definition of Senior Indebtedness or amend or modify the subordination provisions of this Indenture, in any case in any manner adverse to the Holders of the Notes, or (y) without the consent of the Holder of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder):Note affected thereby: (a1) change the maturity of the principal of or any installment of interest on any such Note or alter the optional redemption or repurchase provisions of any such Note or this Indenture in a manner adverse to the Holders of the Notes; (2) reduce the principal amount of Securities whose holders must consent to an amendment, supplement (or waiver of the premium on) any provision of this Indenturesuch Note; (b3) reduce the rate of or change extend the time for payment of interest on any Securitysuch Note; (c4) reduce the principal premium payable upon the redemption or repurchase of any Note or change the stated maturity time at which any Note may be redeemed as described in Article Three of any Security or alter this Indenture and paragraph 5 of the redemption provisions with respect theretoNote; (d5) make change the currency of payment of principal of (or premium on) or interest on any Security payable in money other than that stated in the Securitysuch Note; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j6) impair the right of the Holders of Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to any such Note; (7) reduce the Securities. To secure a consent percentage of the Noteholders under principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Section 11.02Indenture or the Notes or for waiver of any Default or Event of Default in respect thereof; (8) waive a default in the payment of principal of, it interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration); (9) following the consummation of a Change of Control or the date the Company is required to make a Net Proceeds Offer, modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make the relevant Change of Control Offer or Net Proceeds Offer in a manner materially adverse to the Holders of Notes affected thereby; or (10) make any change in the amendment or waiver provisions of this Indenture. In addition to the foregoing, no modification or amendment to this Indenture may modify in any manner adverse to the rights of any holder of Senior Indebtedness the definition of Senior Indebtedness or amend or modify the subordination provisions of this Indenture, unless the holders of such Senior Indebtedness (or their representatives) consent to such change. It shall not be necessary for the Noteholders consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under Section 8.01 or this Section 11.02 8.02 becomes effective, the Company shall mail to Noteholders the Holders a notice briefly describing the amendment amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Upon the written request of the Company accompanied by a board resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Noteholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture.

With Consent of Noteholders. Subject to Section 8.07 7.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then then-outstanding Securities. Subject to Sections 8.04 7.04 and 8.07 7.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 7.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated fixed maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.037.04, 8.04, 8.07 7.07 or 11.02 10.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.047.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof;Security; or (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase convert Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests into Common Stock of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the SecuritiesCompany. 42 49 To secure a consent of the Noteholders under this Section 11.0210.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 8.7 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 8.4 and 8.07 8.7 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 8.4 or waive compliance in a particular instance by the Company with any provision of this -52- 53 Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated fixed maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.038.4, 8.04, 8.07 8.7 or 11.02 11.2 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.048.4); (g) waive a redemption payment payable on any Security or a default is the payment thereofSecurity; (h) make any change that adversely affects the right of Noteholders to require convert Securities into Common Stock of the Company to repurchase Securities upon the occurrence of a Designated Event;Company; or (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.0211.2, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, amendment supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 --------------------------- hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities Notes with the written consent (including consents obtained in connection with any tender offer or exchange offer for SecuritiesNotes) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding SecuritiesNotes. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities Notes then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for SecuritiesNotes) waive any existing Default or Event of Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the SecuritiesNotes. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities Notes held by a nonconsenting Noteholder): (a) reduce the amount of Securities Notes whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of or change the time for payment of interest on any SecurityNote; (c) reduce the principal of or change the stated fixed maturity of any Security Note or alter the redemption provisions with respect thereto; (d) make any Security Note payable in money other than that stated in the SecurityNote; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence)hereof; (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security Note (other than as provided except a rescission of acceleration of the Notes by the Noteholders of at least a majority in Section 8.04aggregate principal amount of the then outstanding Notes and the waiver of the payment default that resulted from such acceleration); (g) waive a redemption payment payable on any Security or a default is the payment thereofNote; (h) make any change that adversely affects impair the right of Noteholders to require convert Notes into Common Stock of the Company to repurchase Securities upon or waive or otherwise adversely affect the occurrence rights of a Designated Event;any Noteholders under Section 4.06; or (i) make any change in modify Articles V or VI hereof that adversely affects the interests of in a manner adverse to the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Except as provided below in this Section 8.07 hereof11.02, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default or Event of Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of of, or change the time for payment of of, interest or Liquidated Damages on any Security; (c) reduce the principal of or change the stated fixed maturity of any Security or alter the redemption provisions with respect theretothereto (including, without limitation, the amount of any premium payable upon redemption); (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the any principal of, or premium, if any, or interest or Liquidated Damages, if any, on, any Security (other than as provided in a rescission of acceleration pursuant to Section 8.048.02 hereof and a waiver of nonpayment of principal, premium, if any, interest or Liquidated Damages, if any, that have become due solely because of such acceleration of the Securities); (g) waive a redemption payment payable on any Security or a default is the payment thereof;Security; or (h) make any change that adversely affects in the right rights of Noteholders holders of Securities to require receive payment of principal of, or premium, if any, or interest or Liquidated Damages, if any, on, the Company to repurchase Securities upon the occurrence of a Designated EventSecurities; (i) make any change modify the conversion or subordination provisions in Articles V or VI hereof that adversely affects a manner adverse to the interests holders of the NoteholdersSecurities; orand (j) impair the right of Noteholders to institute suit for convert Securities into Common Stock of the enforcement Company or otherwise to receive any cash, securities or other property receivable by a holder upon conversion of Securities. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any payment on such amended or supplemental Indenture, and upon the filing with respect the Trustee of evidence satisfactory to the SecuritiesTrustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 11.07 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 hereof(a) The Company, the Company Guarantors and the Trustee may amend or supplement this Indenture or the Securities Trustee, with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders Holders of at least not less than a majority in aggregate principal amount of the then outstanding Securities. Subject Notes, may execute supplemental indentures adding any provisions to Sections 8.04 and 8.07 hereof, the Noteholders of a majority or changing in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer manner or exchange offer for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with eliminating any provision of this Indenture or any Security Document or modifying the Securities. rights of such Holders (it being understood that the provisions of the Security Documents which may by their terms be amended or waived without the consent of the Noteholders do not require the consent of the Noteholders contemplated hereby). (b) However, no modification or amendment of this Indenture or the Security Documents may, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder):Holder affected thereby, (a1) reduce the amount of Securities whose holders must consent to an amendment, supplement or waiver of any provision of this Indenture; (b) reduce the rate of or change the time for payment Stated Maturity of interest on any Security; (c) reduce the principal of or change the stated maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or any installment of interest on, any Security (other than as provided in Section 8.04);Note or alter the provisions with respect to redemption, (g2) waive a redemption payment payable reduce the principal amount of or premium, if any, or interest, if any, on any Security or a default is the payment thereof;Note, (h3) make reduce any change that adversely affects the right of Noteholders to require the Company to repurchase Securities amount payable upon the occurrence of a Designated Event;an Event of Default, (i4) after the obligation has arisen to make a Change of Control Offer or an Asset Sale Offer, amend, change or modify in any change in Articles V or VI hereof that adversely affects material respect the interests obligation of the Noteholders; orCompany to make and complete such Change of Control Offer or make and complete such Asset Sale Offer, (j5) change the place or currency of payment of principal of or premium, if any, or interest, if any, on any Note, (6) impair the right to institute suit for the enforcement of any payment on or with respect to after the Securities. To secure Stated Maturity (or, in the case of a redemption, on or after the applicable Redemption Date) of any Note or in any way change Section 6.08, (7) in any way change Section 6.04 or this Section 8.02 or the respective related definitions or reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary to modify, amend or waive compliance with the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form terms of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.Security Document,

With Consent of Noteholders. Subject to Section 8.07 hereofThe Company, the Company Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Securities Notes with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) affirmative vote of the Noteholders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities. Subject to Sections 8.04 and 8.07 hereof(including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Noteholders Notes), without prior notice to any other Noteholder. However, without the written consent or the affirmative vote of the Holder of each outstanding Note affected by such amendment (including, without limitation, consents obtained in connection with or purchase of, or tender offer or exchange offer for, the Notes), an amendment may not: (a) change the Maturity Date of any Note or the date of any interest payment due upon any Note; (b) reduce the rate of interest on any Note; (c) reduce the principal amount of, or any Additional Amounts, if any, on any Note; (d) reduce the amount payable in relation to the repurchase of any Notes; (e) change the Company’s obligation to repurchase any Notes upon a Fundamental Change in a manner adverse to the Holders; (f) except as otherwise permitted pursuant to this Indenture, affect the right of a Holder to convert any Notes and receive the Conversion Settlement Consideration in satisfaction of the Conversion Obligation or reduce the Conversion Rate; (g) release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee, except in accordance with this Indenture; (h) directly or indirectly release the Collateral except as permitted by the terms of this Indenture; (i) impair the right of a Holder to receive payment with respect to the Notes or to institute suit for payment of any Notes; (j) change the currency in which any Note is payable; (k) change the Company’s obligation to maintain an office or agency in New York City under Section 4.02 hereof; (l) reduce the percentage in aggregate principal amount of the outstanding Notes required for waiver of past Defaults or Events of Default pursuant to Section 6.04, or otherwise modify Section 6.04, except to increase the percentage in aggregate principal amount of the outstanding Notes required for waiver or to provide for consent of each affected Noteholder; or (m) make any change to the second sentence of this Section 9.02. Notwithstanding anything to the contrary in the immediately preceding sentence, the only written consent or affirmative vote required to approve any of the changes in the immediately preceding sentence is the written consent or affirmative vote of the Holder of each Note affected by such change; the written consent or affirmative vote of the Holders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer Notes is not additionally required. It is not necessary for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver the Holders of Notes under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders must consent to an amendment, supplement or waiver of any provision of this Indenture; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. An After an amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment or waiverunder this Section.

With Consent of Noteholders. Subject to Section 8.07 8.7 hereof, --------------------------- the Company and the Trustee may amend or supplement this Indenture or the Securities Notes with the written consent (including consents obtained in connection with any tender offer or exchange offer for SecuritiesNotes) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding SecuritiesNotes. Subject to Sections 8.04 8.4 and 8.07 8.7 hereof, the Noteholders of a majority in aggregate principal amount of the Securities Notes then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for SecuritiesNotes) waive any existing Default as provided in Section 8.04 8.4 or waive compliance in a particular instance by the Company with any provision of this Indenture or the SecuritiesNotes. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities Notes held by a nonconsenting Noteholder): (a) reduce the amount of Securities Notes whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of or change the time for payment of interest on any SecurityNote; (c) reduce the principal of or change the stated fixed maturity of any Security Note or alter the redemption provisions with respect thereto; (d) make any Security Note payable in money other than that stated in the SecurityNote; (e) make any change in Section 2.038.4, 8.04, 8.07 8.7 or 11.02 11.2 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security Note (other than as provided in Section 8.048.4); (g) waive a redemption payment payable on any Security or a default is the payment thereofNote; (h) make any change that adversely affects the right of Noteholders to require convert Notes into Common Stock of the Company to repurchase Securities upon the occurrence of a Designated Event;Company; or (i) make any change in Articles V 5 or VI 6 hereof that adversely affects in any material respect the interests of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.0211.2, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI 6 of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such changechange by the requisite percent approval applicable to such consent under the instrument governing such Senior Debt. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities Notes unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Except as provided below in this Section 8.07 hereof11.02, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default or Event of Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of of, or change the time for payment of of, interest or Additional Amounts on any Security; (c) reduce the principal of or change the stated fixed maturity of any Security or alter the redemption provisions with respect theretothereto (including, without limitation, the amount of any premium payable upon redemption); (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the any principal of, or premium, if any, or interest or Additional Amounts, if any, on, any Security (other than as provided in a rescission of acceleration pursuant to Section 8.048.02 hereof and a waiver of nonpayment of principal, premium, if any, interest or Additional Amounts, if any, that have become due solely because of such acceleration of the Securities); (g) waive a redemption payment payable on any Security or a default is the payment thereof;Security; or (h) make any change that adversely affects in the right rights of Noteholders holders of Securities to require receive payment of principal of, or premium, if any, or interest or Additional Amounts, if any, on, the Company to repurchase Securities upon the occurrence of a Designated EventSecurities; (i) make any change modify the conversion or subordination provisions in Articles V or VI hereof that adversely affects a manner adverse to the interests holders of the NoteholdersSecurities; or (j) impair the right of Noteholders to institute suit for convert Securities into Common Stock of the enforcement Company or otherwise to receive any cash, securities or other property receivable by a holder upon conversion of Securities. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any payment on such amended or supplemental Indenture, and upon the filing with respect the Trustee of evidence satisfactory to the SecuritiesTrustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 11.07 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Except as provided below in this Section 8.07 hereof10.02, the Company and Indenture, the Trustee may amend or supplement this Indenture Securities or the Securities Security Documents may be amended or supplemented with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any a tender offer or exchange offer for Securities) waive ), and any existing Default as provided in Section 8.04 default or waive compliance in a particular instance by the Company with any provision of this Indenture the Indenture, the Securities or the Security Documents may be waived with the consent of Noteholders of a majority in principal amount of the then outstanding Securities (including consents obtained in connection with a tender offer or exchange offer for Securities). However, without Without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities Security held by a nonconsenting non-consenting Noteholder): (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce extend the rate fixed maturity of or change the time for payment of interest on any SecuritySecurities; (c) reduce the principal rate or extend the time of or change payment of interest on the stated maturity of any Security or alter the redemption provisions with respect theretoSecurities; (d) reduce the principal amount of the Securities or premium on the Securities, if any; (e) reduce any amount payable upon repurchase of the Securities; (f) impair or change in any respect adverse to the Noteholders, the Company's obligation to repurchase the Securities upon the happening of a Change of Control; (g) impair or adversely affect the Noteholders right to institute suit for the payment of the Securities; (h) make any Security payable in money other than that stated in the Security; (ei) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence)impair the right to convert the Securities into Ordinary Shares; (fj) waive modify Article V of this Indenture in a default in the payment of the Designated Event Payment or the principal of, or interest on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereof; (h) make any change that adversely affects the right of Noteholders manner adverse to require the Company to repurchase Securities upon the occurrence of a Designated Event; (i) make any change in Articles V or VI hereof that adversely affects the interests of the Noteholders; or (jk) impair make any change in the right to institute suit for amendment and waiver provisions described above in this Section 10.02. Upon the enforcement request of the Company accompanied by a Board Resolution authorizing the execution of any payment on such amended or supplemental Indenture, and upon the filing with respect the Trustee of evidence satisfactory to the SecuritiesTrustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 10.07 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. To secure a consent of the Noteholders under this Section 11.0210.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Section 8.07 hereof, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then then-outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the stated fixed maturity of any Security or alter the redemption provisions with respect thereto; (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the principal of, premium, if any, or interest or Liquidated Damages on, any Security (other than as provided in Section 8.04); (g) waive a redemption payment payable on any Security or a default is the payment thereofSecurity; (h) make any change that adversely affects impairs the right of Noteholders to require convert Securities into Common Stock of the Company to repurchase Securities upon the occurrence of a Designated Event;Company; or (i) make any change modify the conversion or subordination provisions set forth in Articles Article V or VI hereof that adversely affects and Article VI, respectively, in a manner adverse to the interests holders of the Noteholders; or (j) impair the right to institute suit for the enforcement of any payment on or with respect to the Securities. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative Representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.

With Consent of Noteholders. Subject to Except as provided below in this Section 8.07 hereof11.02, the Company and the Trustee may amend or supplement this Indenture or the Securities with the written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) of the Noteholders of at least a majority in aggregate principal amount of the then outstanding Securities. Subject to Sections 8.04 and 8.07 hereof, the Noteholders of a majority in aggregate principal amount of the Securities then outstanding may also by their written consent (including consents obtained in connection with any tender offer or exchange offer for Securities) waive any existing Default or Event of Default as provided in Section 8.04 or waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. However, without the consent of each Noteholder affected, an amendment, supplement or waiver under this Section may not (with respect to any Securities held by a nonconsenting Noteholder): (a) reduce the amount of Securities whose holders Noteholders must consent to an amendment, supplement or waiver of any provision of this Indenturewaiver; (b) reduce the rate of of, or change the time for payment of of, interest or Liquidated Damages on any Security; (c) reduce the principal of or change the stated fixed maturity of any Security or alter the redemption provisions with respect theretothereto (including, without limitation, the amount of any premium payable upon redemption); (d) make any Security payable in money other than that stated in the Security; (e) make any change in Section 2.03, 8.04, 8.07 or 11.02 hereof (this sentence); (f) waive a default in the payment of the Designated Event Payment or the Special Redemption Payment or any principal of, or premium, if any, or interest or Liquidated Damages, if any, on, any Security (other than as provided in a rescission of acceleration pursuant to Section 8.048.02 hereof and a waiver of nonpayment of principal, premium, if any, interest or Liquidated Damages, if any, that have become due solely because of such acceleration of the Securities); (g) waive at any time after a Designated Event or AVEX Acquisition Event has occurred, change the time at which the related repurchase or redemption payment payable on any Security offer must be made or a default is at which the payment thereofSecurities must be repurchased or redeemed pursuant to such offer; (h) make waive a redemption or repurchase payment payable on any change that adversely affects the right of Noteholders to require the Company to repurchase Securities upon the occurrence of a Designated EventSecurity; (i) make any change in Articles V the rights of holders of Securities to receive payment of principal of, or VI hereof that adversely affects premium, if any, or interest or Liquidated Damages, if any, on, the interests Securities; (j) modify the conversion or subordination provisions in a manner adverse to the holders of the NoteholdersSecurities; (k) impair the right of Noteholders to convert Securities into Common Stock of the Company or otherwise to receive any cash, securities or other property receivable by a holder upon conversion of Securities; (l) modify or amend the Escrow Agreement in a manner adverse to the holders of the Securities; or (jm) impair release the right security interest granted in favor of the Trustee on behalf of the holders of Securities in the Escrowed Funds other than pursuant to institute suit for the enforcement terms of the Escrow Agreement. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any payment on such amended or supplemental Indenture, and upon the filing with respect the Trustee of evidence satisfactory to the SecuritiesTrustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 11.07 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. To secure a consent of the Noteholders under this Section 11.02, it shall not be necessary for the Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 11.02 may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change. Neither the Company nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of Securities or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. After an amendment, supplement or waiver under this Section 11.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment or waiver.