principal of or interest on any note, the trustee may withhold the notice if and so long as the trustee in good faith determines that withholding the notice is in the interest of the holders. No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders No director, officer, employee, incorporator, member or stockholder of HRG or any Guarantor, as such, will have any liability for any obligations of HRG or such Guarantor under the notes, any Note Guaranty or the Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. This waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. Amendments and Waivers Amendments Without Consent of Holders HRG and the trustee may amend or supplement the Indenture and the notes without notice to or the consent of any noteholder
| | (1) | to cure any ambiguity, defect or inconsistency in the Indenture or the notes; |
| | (2) | to comply with “—Consolidation, Merger or Sale of Assets”; |
| | (3) | to comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; |
| | (4) | to evidence and provide for the acceptance of an appointment by a successor trustee; |
| | (5) | to provide for uncertificated notes in addition to or in place of certificated notes, provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code or any successor provision; |
| | (6) | to provide for any Guarantee of the notes, to secure the notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the notes when such release, termination or discharge is permitted by the Indenture; |
| | (7) | to provide for or confirm the issuance of additional notes; |
| | (8) | to make any other change that does not materially and adversely affect the rights of any holder; or |
| | (9) | to conform any provision to the “Description of Notes” in the January Offering Circular, as certified by an Officer’s Certificate. |
Amendments With Consent of Holders
| | (a) | Except as otherwise provided in “—Default and Remedies—Consequences of an Event of Default” or paragraph (b), HRG and the trustee may amend the Indenture and the notes with the written consent of the holders of a majority in principal amount of the outstanding notes and the holders of a majority in principal amount of the outstanding notes may waive future compliance by HRG with any provision of the Indenture or the notes. |
| | (b) | Notwithstanding the provisions of paragraph (a), without the consent of each holder affected, an amendment or waiver may not |
| | (1) | reduce the principal amount of or change the Stated Maturity of any installment of principal of any note, |
| | (2) | reduce the rate of or change the Stated Maturity of any interest payment on any note, |
| | (3) | reduce the amount payable upon the redemption of any note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any note may be redeemed, |
| | (4) | after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder, |
| | (5) | make any note payable in money other than that stated in the note, |
| | (6) | impair the right of any holder of notes to receive any principal payment or interest payment on such holder’s notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment, |
| | (7) | make any change in the percentage of the principal amount of the notes required for amendments or waivers, |
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