Common use of Acts of Holders Clause in Contracts

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of them. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, conclusive in favor of the Trustee, the Issuer and the Guarantors, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any manner that the Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Register. (d) If the Issuer or any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes entitled to take such Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record date. (e) Any Act of the holder of Notes shall bind every future holder of the Notes issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted by the Trustee, the Issuer or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Notes.

Acts of Holders. (ai) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuers, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06104. (bii) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (ciii) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (div) If the Issuer or any Guarantor Issuers shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Issuers may, at its their option, by Board or pursuant to a Committee Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Issuers shall have no obligation to do so. Any Notwithstanding TIA § 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Committee Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (ev) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof (including in accordance with Section 310) in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer any Paying Agent or the Guarantors Issuers in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuer, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06105. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such Such record date shall be fixed at a date not earlier than the discretion date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Co-Issuers or the Guarantors any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (ai) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuers, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06104. (bii) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (ciii) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (div) If the Issuer or any Guarantor Issuers shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Issuers may, at its their option, by Board or pursuant to a Committee Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Issuers shall have no obligation to do so. Any Notwithstanding TIA (S) 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Committee Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (ev) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof (including in accordance with Section 310) in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer any Paying Agent or the Guarantors Issuers in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership ownership, principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date, provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes shall bind every future holder Holder of the Notes and the Holder of Notes issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such Notes.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any such Such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 601) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) . The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) . If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at a date not earlier than the discretion date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Company or the Guarantors any Subsidiary Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. Without limiting the generality of the foregoing, a Holder, including the Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and the Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices. The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by the Depository entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except , and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 601) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his such signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of his such signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership of Notes Securities shall be proved by the Security Register. (d) If the Issuer or . The Company may fix any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, day as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination purpose of holders determining the Holders of Notes Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders of Securities of such Actseries. If not set by the Company prior to the first solicitation of a Holder of Securities of such series made by any Person in respect of any such action, but the Issuer or such Guarantoror, as in the case may beof any such vote, shall have no obligation prior to do so. Any such vote, the record date for any such action or vote shall be fixed at the discretion 30th day (or, if later, the date of the Issuer most recent list of Holders required to be provided pursuant to Section 701) prior to such first solicitation or such Guarantorvote, as the case may be. If such a With regard to any record date is fixedfor action to be taken by the Holders of one or more series of Securities, such Act may be sought or taken before or after the record date, but only the holders Holders of record at the close Securities of business such series on such record date (or their duly designated proxies) shall be deemed entitled to be holders for give or take, or vote on, the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record daterelevant action. (ed) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity. SECTION 105. Notices, Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with a Responsible Officer of the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument (Attention: Treasurer) or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Holders. (a1) Any request, demand, authorization, direction, notice, consent, waiver waiver, or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby and (if expressly required, required by the applicable terms of this Indenture) to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 5.01) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.061.04. (b2) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of to such execution or by a the certificate of a any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacitymember of a partnership, other than his individual capacityon behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c3) The ownership of Notes shall for all purposes be proved determined by reference to the Security Register, as such register shall exist as of the applicable Record Date. (d4) If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any Actrequest, demand, authorization, direction, notice, consent, waiver or other action, the Issuer or such Guarantor, as the case may be, Company may, at its option, by Board Resolution, fix in advance a record date Record Date for the determination of holders of Notes Holders entitled to take give such Actrequest, demand, authorization, direction, notice, consent, waiver or other action, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date Record Date is fixed, such Act request, demand, authorization, direction, notice, consent, waiver or other action may be sought or taken given before or after the record datesuch Record Date, but only the holders Holders of record at the close of business on such record date Record Date shall be deemed to be holders Holders for the purpose of determining whether holders Holders of the requisite proportion of the outstanding Notes Outstanding have authorized or agreed or consented to such Actrequest, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Notes Outstanding shall be computed as of such record dateRecord Date; provided that no such authorization, agreement or consent by the Holders on such Record Date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after such Record Date. (e5) Any Act request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of the holder of Notes any Note shall bind every future holder each subsequent Holder of the Notes such Note, and each Holder of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in thereof, with respect of to anything done, done or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereonupon such action, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuers, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Issuers shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Issuers may, at its their option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Issuers shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Issuers or the Guarantors any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 601) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) . The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) . If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any such Such record date shall be fixed at a date not earlier than the discretion date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Company or the Guarantors any Subsidiary Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. Without limiting the generality of the foregoing, a Holder, including the Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and the Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices. The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by the Depository entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership ownership, principal amount and serial numbers of Notes Securities of any series held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes Securities of any series any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes Outstanding Securities of a series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding Securities of a series shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount at maturity and serial numbers of Notes Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding Securities shall be computed as of such record date; PROVIDED that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person Person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.061.5. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee reviewing such instrument or writing deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Register. (d) If the Issuer or any Guarantor shall solicit Company solicits from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall not have no any obligation to do so. Any such Such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuer, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.061.05. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such Such record date shall be fixed at a date not earlier than the discretion date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided, that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer or the Guarantors any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. (e) Without limiting the generality of the foregoing, a Holder, including a Holder of a Note in global form, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and any Holder of a Note in global form may provide its proxy or proxies to the beneficial owners of interests in any such Note through the Depository’s customary practices and procedures. (f) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Note held in global form entitled under the procedures of the Depository to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuer, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Co-Issuers or the Guarantors any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuer, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such Such record date shall be fixed at a date not earlier than the discretion date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided, that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer or the Guarantors any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, Etc., to Trustee, Company and Agent Bank. ------------------------------------------------- Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company or any other obligor on the Notes shall be sufficient for every purpose hereunder if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee at its Corporate Trust Office, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing, or mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Company addressed to it at the address of its principal office, for the attention of the Chief Financial Officer, specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company, or (3) the Agent Bank by the Company, the Trustee or any Holder shall be sufficient for any purpose hereunder if made, given, furnished or delivered in writing to or with the Agent Bank addressed to it as set forth in the Credit Agreement, or at any other address previously furnished in writing to the Company and the Trustee by the Agent Bank.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuer, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06105. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such Such record date shall be fixed at a date not earlier than the discretion date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided, that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer or the Guarantors any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuer, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such Such record date shall be fixed at a date not earlier than the discretion date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided, however, that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer or the Guarantors any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 106. Notices, Etc., to Trustee, Issuer, any Guarantor and Agent. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Issuer or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing via facsimile, email in PDF format or mailed, first class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee at the Corporate Trust Office, or (2) the Issuer or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing via facsimile, or email in PDF or mailed, first class postage prepaid, or delivered by recognized overnight courier, to the Issuer or such Guarantor addressed to Entegris, Inc., 000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, 00000, or at any other address previously furnished in writing to the Trustee by the Issuer or such Guarantor. A copy of all notices to any Agent shall be sent to the Trustee at the address shown above. Any Person may change its address by giving notice of such change as set forth herein.

Acts of Holders. (a) Any request, demand, authorization, ------------------ direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership of Notes Debentures shall be proved by the Registerregistration of the books of the Registrar. (d) If the Issuer Any request, demand, authorization, direction, notice, consent, waiver or any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes entitled to take such Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record date. (e) Any other Act of the holder Holder of Notes any Debenture shall bind every future holder Holder of the Notes same Debenture and the Holder of every Debenture issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesDebenture. (e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Debentures have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Debentures shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders -------- on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person Person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Register. (d) If the Issuer Company or any Subsidiary Guarantor shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer Company or any such Guarantor, Subsidiary Guarantor (as the case may be, ) may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer Company or any such Guarantor, Subsidiary Guarantor (as the case may be, ) shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; PROVIDED that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Company and/or the Subsidiary Guarantors in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders of the Outstanding Notes of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent agent, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany and any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of holders Holders of Notes shall be proved in the manner provided in Section 13.061506. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writinginstrument, or the authority of the person Person executing the same, may also be proved in any other reasonable manner that which the Trustee deems sufficient. (c) The ownership of Registered Notes shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Registered Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by in or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes of a series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes of a series shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer any Security Registrar, any Paying Agent, any Authenticating Agent or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent agent, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 6.01) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany and any agent of the Trustee or the Company, if made in the manner provided in this Section. The Company may at its discretion set a record date for purposes of determining the identity of Holders entitled to vote or consent to any action, by vote or consent, authorized or permitted under this Indenture, but the Company shall have no obligation to do so. If not set by the Company prior to the first solicitation of Holders made by any Person in respect of any meeting such action, or, in the case of holders of Notes any such vote, prior to such vote, the record date for any such action or vote shall be proved in 30 days prior to the manner provided in Section 13.06first solicitation of such vote or consent. Upon the fixing of such a record date, those persons who were Holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such persons continue to be Holders after such record date. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a the certificate of a any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a signer acting in corporation or association or a capacitymember of a partnership, other than his individual capacityor an official of a public or governmental body, on behalf of such corporation, association, partnership or public or governmental body or by a fiduciary, such certificate or affidavit shall also constitute sufficient proof of his authority. . (c) The fact and date of the execution by any Person of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems reasonably sufficient. (cd) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer or any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes entitled to take such Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record date. (e) Any Act request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of the holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Security Registrar, any Paying Agent or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. (f) For purposes of this Indenture, any action by the Holders which may be taken in writing may be taken by electronic means or as otherwise reasonably acceptable to the Trustee.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 601) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06section. (b) The fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any reasonable manner that which the Trustee deems sufficient. (c) The ownership of Notes Securities shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding Trust Indenture Act Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken maybe given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes Outstanding Securities shall be computed as of such record date; provided, however, that no such authorization, agreement or consent by such Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity. SECTION 105. Notices, Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, to the attention of the general counsel of the Company.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership ownership, principal amount and serial numbers of Notes Securities of any series held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes Securities of any series any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes Outstanding Securities of a series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding Securities of a series shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article XV, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instrumentsinstruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 11.01) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes Holders shall be proved in the manner provided in Section 13.0615.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereofthereof or may be proved in any other manner which the Trustee and the Company deem sufficient. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any manner that the Trustee deems sufficient. (c) The ownership principal amount (except as otherwise contemplated in clause (y) of Notes the first proviso to the definition of Outstanding) and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer Any request, demand, authorization, direction, notice, consent, election, waiver or any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes entitled to take such Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record date. (e) Any other Act of the holder of Notes a Holder shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity. (e) Until such time as written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Holder may be revoked with respect to any or all of such Securities by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. (f) Securities of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series or Tranche. (g) The Company may, at its option, by Company Order, fix in advance a record date for the determination of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or other Act solicited by the Company, but the Company shall have no obligation to do so. In addition, the Trustee may, at its option, fix in advance a record date for the determination of Holders entitled to join in the giving or making of any Notice of Default, any declaration of acceleration referred to in Section 10.02, any request to institute proceedings referred to in Section 10.11 or any direction referred to in Section 10.16. If any such record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act, or such notice, declaration, request or direction, may be given before or after such record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining (i) whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed or consented to such Act (and for that purpose the Outstanding Securities shall be computed as of the record date) and/or (ii) which Holders may revoke any such Act (notwithstanding subsection (e) of this Section).

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person Person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.061.05. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee reviewing such instrument or writing deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Register. (d) If the Issuer or any Guarantor shall solicit Company solicits from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall not have no any obligation to do so. Any such Such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the applicable Trustee and, where it is hereby expressly required, to the Issuer Company and the Guarantors or any of them. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders signing such instrument or instrumentsGuarantors. Proof of execution of any such instrument or of a writing appointing any such agent agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 7.1) conclusive in favor of the TrusteeTrustees, the Issuer Company and the Guarantors, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.061.4. (b) The fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any manner that the Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Register. (c) The Company may set a record date for purposes of determining the identity of Holders entitled to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or to vote on any action authorized or permitted to be taken by Holders; provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in clause (d) below. If the Issuer or any Guarantor shall solicit from the holders of Notes any Actrecord date is set pursuant to this clause (c), the Issuer Holders on such record date, and only such Holders, shall be entitled to make, give or take such Guarantorrequest, demand, authorization, direction, notice, consent, waiver or other action (including revocation of any action), whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable expiration date by Holders of the requisite principal amount of Notes, or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the case may be, mayCompany, at its optionown expense, shall cause notice of such record date, the proposed action by Board Resolution, fix Holders and the applicable expiration date to be given to the Trustees in advance writing and to each Holder in the manner set forth in Section 11.2. No act will be valid or effective for more than 90 days after the record date. (d) The U.S. Trustee may set any day as a record date for the determination purpose of holders determining the Holders entitled to join in the giving or making of (1) any notice of default under Section 6.1, (2) any declaration of acceleration referred to in Section 6.2, (3) any direction referred to in Section 6.5 or (4) any request to pursue a remedy referred to in Section 6.6(a)(ii). If any record date is set pursuant to this paragraph, the Holders on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless made, given or taken on or prior to the applicable expiration date by Holders of the requisite principal amount of Notes or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this paragraph, the Trustees, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable expiration date to be given to the Company and to each Holder in the manner set forth in Section 11.2. No act will be valid or effective for more than 90 days after the record date. (e) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such ActNote or by one or more duly appointed agents, but the Issuer each of which may do so pursuant to such appointment with regard to all or any part of such Guarantor, as the case may be, principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have no obligation the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder, including a Depositary that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action under this Indenture to do so. Any be made, given or taken by Holders, and a Depositary that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s standing instructions and customary practices. (g) The Company may fix a record date shall for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depositary entitled under the procedures of such Depositary, if any, to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action under this Indenture to be fixed at the discretion of the Issuer made, given or such Guarantor, as the case may be. If taken by Holders; provided that if such a record date is fixed, only the beneficial owners of interests in such Act may Global Note on such record date or their duly appointed proxy or proxies shall be sought entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such beneficial owners remain beneficial owners of interests in such Global Note after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken before on or prior to the applicable expiration date. No act will be valid or effective for more than 90 days after the record date. (h) With respect to any record date set pursuant to this Section 1.4, but only the holders party hereto that sets such record date may designate any day as the “expiration date” and from time to time may change the expiration date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new expiration date is given to the other party hereto in writing, and to each Holder of Notes in the manner set forth in Section 11.2, on or prior to both the existing and the new expiration date. If an expiration date is not designated with respect to any record at date set pursuant to this Section 1.4, the close of business on party hereto which set such record date shall be deemed to be holders for have initially designated the purpose of determining whether holders of 30th day after such record date as the requisite proportion of expiration date with respect thereto, subject to its right to change the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes expiration date as provided in this clause (h). No changed expiration date shall be computed as of such record more than 90 days from the initial expiration date. (ei) Any Act request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of the holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof thereof, in respect of anything doneany action taken, suffered or omitted by either of the TrusteeTrustees, the Issuer Company or the Guarantors in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership ownership, principal amount and serial numbers of Notes Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding Securities shall be computed as of such record date, provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture or otherwise to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor therefore or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity. (f) For the purpose of the Company complying with any requirement of the Casino Control Commission, or the Division of Gaming Enforcement or of the Casino Control Act, every holder, intermediary holder, intermediary beneficial holder and beneficial holder of a Security shall be deemed to authorize any Holder and any other holder, intermediary holder, intermediary beneficial holder and beneficial holder of a Security, upon written request of an Officer of the Company, or the Trustee expressing reliance on this Section and enclosing a copy of this Section, to release, and any such holder, intermediary holder, intermediary beneficial holder and beneficial holder shall be required to release, to the Company, or the Trustee, as the case may be, the name, address, telephone number, principal contact person, and amount of such holdings, intermediary holdings, intermediary beneficial holdings and beneficial holdings of Securities of each such holder, intermediary holder, intermediary beneficial holder and beneficial holder of a Security.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Supplemental Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Supplemental Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership ownership, principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date, provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Supplemental Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes shall bind every future holder Holder of the Notes and the Holder of Notes issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such Notes.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, TIA section 315) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.061.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any reasonable manner that the Trustee deems sufficient. (c) The ownership of Notes shall be proved by a register kept by the RegisterRegistrar. (d) If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes such Holders entitled to take give such Actrequest, demand, authorization, direction, notice, consent, waiver or other Act or to revoke any consent previously given, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA section 316(c), any such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not more than 30 days prior to the first solicitation of Holders generally in connection therewith and no later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act or revocation of any consent previously given may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the Notes then outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that this purpose the Notes then outstanding shall be computed as of such record date; provided that no such request, demand, authorization, direction, notice, consent, waiver or other Act by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than nine months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of the holder of Notes any Note shall bind every future holder Holder of the Notes same Note or the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof thereof, in respect of anything done, suffered or omitted to be done by the Trustee, the Issuer any Paying Agent or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. (f) All Notes issued pursuant to this Indenture shall vote as one class on all matters.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article Fourteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instrumentsinstruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent agent, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 1001) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes Holders shall be proved in the manner provided in Section 13.061406. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereofthereof or may be proved in any other manner which the Trustee and the Company deem sufficient. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any manner that the Trustee deems sufficient. (c) The ownership principal amount (except as otherwise contemplated in clause (y) of the proviso to the definition of Outstanding) and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer Any request, demand, authorization, direction, notice, consent, election, waiver or any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes entitled to take such Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record date. (e) Any other Act of the holder of Notes a Holder shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. (e) Until such time as written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal amount of Notes for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Holder may be revoked with respect to any or all of such Notes by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. (f) Notes of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new Notes of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes of such series or Tranche. (g) If the Company shall solicit from Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership ownership, principal amount and serial numbers of Notes Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding Securities shall be computed as of such record date, provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by -------- the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, etc., to Trustee, Company ---------------------------------- Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06104. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof (including in accordance with Section 307) in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer any Paying Agent or the Guarantors Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, Etc., to Trustee, the Company and any Guarantor. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company or any Guarantor or any other obligor on the Notes shall be sufficient for every purpose hereunder if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee and received at its Corporate Trust Office, Attention: Corporate Trust Department, or (2) the Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered, in writing, or mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Company or such Guarantor addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company or such Guarantor.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer any Paying Agent or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: [Corporate Trust Administration Division], or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Holders. (a) Any request, demand, authorization, ----------------- direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership of Notes Debentures shall be proved by the Registerregistration of the books of the Registrar. (d) If the Issuer Any request, demand, authorization, direction, notice, consent, waiver or any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes entitled to take such Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record date. (e) Any other Act of the holder Holder of Notes any Debenture shall bind every future holder Holder of the Notes same Debenture and the Holder of every Debenture issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesDebenture. (e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Debentures have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Debentures shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders -------- on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article XV, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instrumentsinstruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent agent, or of the holding by any Person of a Bond, shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 11.01) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes Holders shall be proved in the manner provided in Section 13.0615.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereofthereof or may be proved in any other manner which the Trustee and the Company deem sufficient. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any manner that the Trustee deems sufficient. (c) The ownership ownership, principal amount (except as otherwise contemplated in clause (y) of Notes the first proviso to the definition of Outstanding) and serial numbers of Bonds held by any Person, and the date of holding the same, shall be proved by the Bond Register. (d) If the Issuer Any request, demand, authorization, direction, notice, consent, election, waiver or any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes entitled to take such Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record date. (e) Any other Act of the holder of Notes a Holder shall bind every future holder Holder of the Notes same Bond and the Holder of every Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesBond. (e) Until such time as written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal amount of Bonds for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Holder may be revoked with respect to any or all of such Bonds by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. (f) Bonds of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new Bonds of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Bonds of such series or Tranche. (g) The Company may, at its option, by Company Order, fix in advance a record date for the determination of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or other Act solicited by the Company, but the Company shall have no obligation to do so. In addition, the Trustee may, at its option, fix in advance a record date for the determination of Holders entitled to join in the giving or making of any Notice of Default, any declaration of acceleration referred to in Section 10.02, any request to institute proceedings referred to in Section 10.11 or any direction referred to in Section 10.16. If any such record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act, or such notice, declaration, request or direction, may be given before or after such record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining (i) whether Holders of the requisite proportion of the Outstanding Bonds have authorized or agreed or consented to such Act (and for that purpose the Outstanding Bonds shall be computed as of the record date) and/or (ii) which Holders may revoke any such Act (notwithstanding subsection (e) of this Section); and any such Act, given as aforesaid, shall be effective whether or not the Holders which authorized or agreed or consented to such Act remain Holders after such record date and whether or not the Bonds held by such Holders remain Outstanding after such record date.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article 15, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instrumentsinstruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 11.1) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes Holders shall be proved in the manner provided in Section 13.0615.6. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereofthereof or may be proved in any other manner which the Trustee and the Company deem sufficient. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any manner that the Trustee deems sufficient. (c) The ownership ownership, principal amount (except as otherwise contemplated in clause (y) of Notes the first proviso to the definition of Outstanding) and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer Any request, demand, authorization, direction, notice, consent, election, waiver or any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes entitled to take such Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record date. (e) Any other Act of the holder of Notes a Holder shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity. (e) Until such time as written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Holder may be revoked with respect to any or all of such Securities by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. (f) Securities of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series or Tranche. (g) The Company may, at its option, by Company Order, fix in advance a record date for the determination of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or other Act solicited by the Company, but the Company shall have no obligation to do so. In addition, the Trustee may, at its option, fix in advance a record date for the determination of Holders entitled to join in the giving or making of any Notice of Default, any declaration of acceleration referred to in Section 10.2, any request to institute proceedings referred to in Section 10.11 or any direction referred to in Section 10.16. If any such record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act, or such notice, declaration, request or direction, may be given before or after such record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining (i) whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed or consented to such Act (and for that purpose the Outstanding Securities shall be computed as of the record date) and/or (ii) which Holders may revoke any such Act (notwithstanding subsection (e) of this Section). Nothing in this paragraph shall be construed to prevent the Company, or the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06104. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof (including in accordance with Section 310) in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer any Paying Agent or the Guarantors Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, Etc., to Trustee, the Company and any Guarantor. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company or any Guarantor or any other obligor on the Notes shall be sufficient for every purpose hereunder if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee and received at its Corporate Trust Office, Attention: Corporate Trust Services--KinderCare, or (2) the Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered, in writing, or mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Company or such Guarantor addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company or such Guarantor.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders of the Outstanding Notes of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent agent, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany and any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of holders Holders of Notes shall be proved in the manner provided in Section 13.061506. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writinginstrument, or the authority of the person Person executing the same, may also be proved in any other reasonable manner that which the Trustee deems sufficient. (c) The ownership of Registered Notes shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Registered Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by in or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes of a series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes of a series shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer any Security Registrar, any Paying Agent, any Authenticating Agent or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to Board Resolution, fix in advance a record date date, of which it shall notify the Trustee and Paying Agent, for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by -------- the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity. SECTION 106. Notices, Etc., to Trustee, Company. ---------------------------------- Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Division, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Holders. (a1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or under this Indenture to be made, given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall will become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall agent, or of the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 5.01) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany and any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b2) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any reasonable manner that the Trustee deems sufficientsufficient and in accordance with such reasonable rules as the Trustee may determine, and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. (c3) The ownership ownership, principal amount and serial numbers of Notes shall held by any Person, and the date of the commencement and the date of the termination of holding the same, will be proved by the Note Register. (d4) If The Company may, in the Issuer or any Guarantor shall solicit from circumstances permitted by the holders of Notes any Trust Indenture Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance set a record date for purposes of determining the determination identity of holders of Notes Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such Actaction, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any any such record date shall will be fixed at the discretion later of 30 days prior to the first solicitation of such consent or the date of the Issuer or most recent list of Holders furnished to the Trustee prior to such Guarantor, as the case may besolicitation. If such a record date is fixed, the Holders on such Act may be sought or taken before or after the record date, but and only the holders of record at the close of business on such Persons, will be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date shall date. No such request, demand, authorization, direction, notice, consent, waiver or other action will be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized valid or agreed effective if made, given or consented to such Act, and for that purpose the Notes shall be computed as of taken more than 90 days after such record date. (e5) Any effective request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of the holder of Notes shall any Note will bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, done or suffered or omitted to be done by the Trustee, the Issuer any Registrar, any Paying Agent or the Guarantors Company in reliance thereon, whether or not notation of such action Act is made upon such NotesNote. (6) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so in accordance with such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount in accordance with this paragraph will have the same effect as if given or taken by separate Holders of each such different part. (7) Without limiting the generality of this Section 1.04, a Holder, including a Depositary that is a Holder of a Global Note, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or under this Indenture or the Notes to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s Applicable Procedures. The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note entitled under the Applicable Procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, will be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action will be valid or effective if made, given or taken more than 90 days after such record date. Promptly upon any record date being set in accordance with this Section 1.04, the Company, at its own expense, will cause notice of the record date, the proposed action by Holders and the expiration date to be given to the Trustee in writing and the Holders in the manner set forth in Section 1.05.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to received by a Responsible Officer of the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "ACT" of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06104. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any reasonable manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; PROVIDED that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof (including in accordance with Section 310) in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer any Paying Agent or the Guarantors Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, and (subject to Section 7.01, 7.1) conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a the certificate of a any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by an officer of a signer acting in corporation or a capacitymember of a partnership, other than his individual capacityon behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) . The ownership of Notes Securities shall be proved by the Register. (d) If register maintained by the Issuer or any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes entitled to take such Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do soRegistrar. Any such record date shall be fixed at the discretion of the Issuer request, demand, authorization, direction, notice, consent, waiver or such Guarantor, as the case may be. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record date. (e) Any other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, done or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity. If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

Acts of Holders. (a1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except , in which instruments such Holders shall certify as to whether they are Affiliates of the Company; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the Guarantors, Company if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b2) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any manner that which the Trustee reasonably deems sufficient. (c3) The ownership of the Notes shall be proved by the RegisterRegister as of the record date for such action. (d4) If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any Actrequest, demand, authorization, direction, notice, consent, waiver or other act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by Board Resolutionor pursuant to resolutions of its Controlling Partners, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act; provided that no such authorization, and for that purpose agreement or consent by the Notes Holders on such record date shall be computed as deemed effective unless it shall become effective pursuant to the provisions of this Indenture or such authorization, agreement or consent not later than six months after the record date. (e5) Any In connection with every Act of Holders and otherwise as reasonably requested by the holder Trustee (but in any case no less frequently than semi-annually), the Company shall be required to deliver a CP Certificate which identifies each Note (or portion thereof) held of Notes shall bind every future holder record or beneficially by or for each Affiliate of the Notes issued upon Company or any Subsidiary of the registration Company (as of transfer thereof or in exchange therefor or in lieu thereof in respect of anything donethe relevant record date, suffered or omitted by the Trustee, the Issuer or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Notesif any).

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuers, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Issuers shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Issuers may, at its their option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Issuers shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Issuers or the Guarantors any Subsidiary Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, Etc., to Trustee, Issuers, Any Subsidiary Guarantor and Agent. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Issuers or any Subsidiary Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at Wilmington Trust, National Association, Corporate Capital Markets, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000-0000, Fax (000) 000-0000, Attention: Clearwater Communications LLC Administrator, or (2) the Issuers or any Subsidiary Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Issuers or such Subsidiary Guarantor addressed to it at the address of its principal office specified in the first paragraph, Attention: General Counsel, or at any other address previously furnished in writing to the Trustee by the Issuers or such Subsidiary Guarantor.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuers, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Issuers shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Issuers may, at its their option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Issuers shall have no obligation to do so. Any such Such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer or the Guarantors Issuers in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership ownership, principal amount and serial numbers of Senior Notes held by any Person, and the date of holding the same, shall be proved by the Senior Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Senior Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Senior Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Senior Notes shall be computed as of such record date, provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Senior Note shall bind every future holder Holder of the Notes same Senior Note and the Holder of every Senior Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof thereof, in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSenior Note.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person Person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06104. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer Company or any Subsidiary Notes Guarantor shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer Company or any such Guarantor, Subsidiary Notes Guarantor (as the case may be, ) may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer Company or any such Guarantor, Subsidiary Notes Guarantor (as the case may be, ) shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof (including in accordance with Section 310) in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer any Paying Agent or the Guarantors Company or any Subsidiary Notes Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. NOTICES, ETC., TO TRUSTEE, THE COMPANY AND SUBSIDIARY NOTES GUARANTORS. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (1) the Trustee by any Holder or by the Company or any Subsidiary Notes Guarantor or any other obligor on the Notes shall be sufficient for every purpose hereunder if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration; or (2) the Company or any Subsidiary Notes Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered, in writing, or mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Company or such Subsidiary Notes Guarantor addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company or such Subsidiary Notes Guarantor.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein therein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, same may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution which shall be a date not earlier than the date thirty (30) days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders -------- on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 106. Notices, Etc. to Trustee, Company. --------------------------------- Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust, 000 Xxxx Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Holders. (a) a Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders of the Outstanding Notes may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "ACT" of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) b The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) c The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) d If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; PROVIDED that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) e Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except , and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the Guarantors, Company if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.0613.13. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him such witness, notary or officer the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership Notwithstanding anything to the contrary contained in this Section 13.13, the principal amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be proved by the Registerregister of the Notes maintained by the Registrar as provided in Section 2.04. (d) If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board of Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any such Such record date shall be fixed at the discretion record date specified in or pursuant to such resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith or the date of the Issuer or most recent list of Holders forwarded to the Trustee prior to such Guarantor, as solicitation pursuant to Section 2.06 and not later than the case may bedate such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the then outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. (f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06.17 10 (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Notes Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Security shall bind every future holder Holder of the Notes same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesSecurity. SECTION 105. Notices, etc., to Trustee and Company. 18 11 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: [Corporate Trust Administration Division], or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such -------- record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, etc., to Trustee, Company. ---------------------------------- Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust, 000 Xxxx Xxxx Xxxxxx, 2nd Floor, Richmond, Virginia 23219, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders of any Notes may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. . (b) The record of any meeting of holders ownership of Notes shall be proved in by the manner provided in Section 13.06Note Register. (bc) Any request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Note shall bind every future Holder of the same Note or the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, suffered or omitted to be done by the Trustee, any Paying Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Note. (d) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or of affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Register. (d) If the Issuer or any Guarantor shall solicit from the holders of Notes any Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes entitled to take such Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such record date shall be fixed at the discretion of the Issuer or such Guarantor, as the case may be. If such a record date is fixed, such Act may be sought or taken before or after the record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purpose of determining whether holders of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such Act, and for that purpose the Notes shall be computed as of such record date. (e) Any Act of the holder of Notes shall bind every future holder of the Notes issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted by the Trustee, the Issuer or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Notes.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the Guarantors, Company if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.0613.14. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him such witness, notary or officer the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of his such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership Notwithstanding anything to the contrary contained in this Section 13.14, the principal amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be proved by the Registerregister of the Notes maintained by the Registrar as provided in Section 2.04. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith or the date of the Issuer or most recent list of Holders forwarded to the Trustee prior to such Guarantor, as solicitation pursuant to Section 2.06 and not later than the case may bedate such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the then outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. (f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsIssuer, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, shall have no obligation to do so. Any such Such record date shall be fixed at a date not earlier than the discretion date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided, that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer or the Guarantors any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 106. Notices, Etc., to Trustee, Issuer, any Guarantor and Agent. Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Issuer or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing via facsimile, email in PDF format or mailed, first class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee at Deutsche Bank Trust Company Americas, 00 Xxxx Xxxxxx, 00xx Xxxxx, Mail Stop: NYC60-1630 Xxx Xxxx, XX 00000, Attention: Corporates Team—Engility Corporation (fax: 000-000-0000; with a copy to Deutsche Bank Trust Company Americas, c/o Deutsche Bank National Trust Company, Trust & Agency Services, 000 Xxxxx Xxx, 0xx Xxxxx, XX: JCY03-0699, Xxxxxx Xxxx, XX 00000, Attention: Corporates Team—Engility Corporation; Facsimile: 000-000-0000, or (2) the Issuer or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing via facsimile, or email in PDF or mailed, first class postage prepaid, or delivered by recognized overnight courier, to the Issuer or such Guarantor addressed to Engility Corporation, 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 (fax: 000-000-0000), or at any other address previously furnished in writing to the Trustee by the Issuer or such Guarantor. A copy of all notices to any Agent shall be sent to the Trustee at the address show above. Any Person may change it address by giving notice of such change as set forth herein.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that which the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company or any Subsidiary Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, Etc., to Trustee, Company and any -------------------------------------------------------- Guarantor. ---------- Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company or any Subsidiary Guarantor or any other obligor on the Notes shall be sufficient for every purpose hereunder if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee at its Corporate Trust Office, Attention: Xxxxxxxx Xxxx, or (2) the Company or any Subsidiary Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing, or mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Company or such Subsidiary Guarantor addressed to it at the address of its principal office, for the attention of the Chief Financial Officer, specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company or such Subsidiary Guarantor.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, Etc., to Trustee, Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company.

Acts of Holders. (a) Any request, demand, authorization, direction, consent, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.061.5. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee reviewing such instrument or writing deems sufficient. (c) The ownership Principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Register. (d) If the Issuer or any Guarantor shall solicit Company solicits from the holders Holders of Notes any request, demand, authorization, direction, consent, notice, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, consent, notice, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall not have no any obligation to do so. Any such Such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, consent, notice, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, consent, notice, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, consent, notice, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration or registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06104. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof (including in accordance with Section 310) in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer any Paying Agent or the Guarantors Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 105. Notices, Etc., to Trustee, the Company and any Guarantor. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company or any Guarantor or any other obligor on the Notes shall be sufficient for every purpose hereunder if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Services-E&S, or (2) the Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered, in writing, or mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Company or such Guarantor addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company or such Guarantor.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor favour of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee reviewing such instrument or writing deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Security Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at the discretion record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Trustee or the Guarantors Company in reliance thereon, whether or not notation of such action is made upon such NotesNote. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (1) the Trustee by any Holder or by the Company or the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or (2) the Company or the Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company or the Guarantor addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company or the Guarantor, as the case may be.

Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders Holders in person or by an agent agents duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Guarantors or any of themCompany. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the holders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 7.01, and conclusive in favor of the Trustee, the Issuer Trustee and the GuarantorsCompany, if made in the manner provided in this Section. The record of any meeting of holders of Notes shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity, capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. (c) The ownership principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer or any Guarantor Company shall solicit from the holders of Notes Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer or such Guarantor, as the case may be, Company may, at its option, by Board Resolution, fix in advance a record date for the determination of holders of Notes Holders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer or such Guarantor, as the case may be, Company shall have no obligation to do so. Any Notwithstanding TIA Section 316(c), such record date shall be fixed at a date not earlier than the discretion date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the Issuer or date such Guarantor, as the case may besolicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be sought or taken given before or after the such record date, but only the holders Holders of record at the close of business on such record date shall be deemed to be holders Holders for the purpose purposes of determining whether holders Holders of the requisite proportion of the outstanding Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) ; provided, that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder Holder of Notes any Note shall bind every future holder Holder of the Notes same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered or omitted to be done by the Trustee, the Issuer Company or the Guarantors any Guarantor in reliance thereon, whether or not notation of such action is made upon such NotesNote. SECTION 106. Notices, Etc., to Trustee, Company, any Guarantor and Agent. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile), and shall be deemed to have been given when received by the Trustee, to or with the Trustee at Wilmington Trust, National Association, Corporate Capital Markets, 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000-0000, Attn: Affinia Group Inc. Administration, or (2) the Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing and mailed, first class postage prepaid, or delivered by recognized overnight courier, to the Company or such Guarantor addressed to it at the address of its principal office specified in the first paragraph, Attention: General Counsel, or at any other address previously furnished in writing to the Trustee by the Company or such Guarantor.