Common use of With Consent of the Holders Clause in Contracts

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents with the written consent of the Required Holders. However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents with With the written consent of the Required Holders. HoweverHolders of not less than at least a majority in principal amount of the Securities delivered to the Issuers and the Trustee, the Issuers, when authorized by a resolution of the Board of Directors of the Company, and the Trustee may enter into an indenture or indentures supplemental hereto or amendments to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Securities or the Guarantees or of modifying in any manner the rights of the Holders under this Indenture, the Securities or the Guarantees; provided, however, that no such supplemental indenture shall, without the consent of each Holder of an outstanding Note affected, an amendment may notaffected thereby: (i) change the Stated Maturity or reduce the principal amount of Notes whose Holders must consent to an amendment, (ii) reduce or the rate of interest, or extend the time for payment of interest on of the Securities or any Note, (iii) reduce the principal of or change the Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note the Securities, or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect after the due date thereof (including, in the case of redemption, on or after the redemption date), or alter any redemption provisions in a manner adverse to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all or substantially all the Holders of the Collateral from Securities or release any Subsidiary Guarantor under any Subsidiary Guarantee (except in accordance with the Lien terms of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Subsidiary Guarantee); (ii) reduce the percentage in principal amount of the Securities where the consent of the Holder is required for any such amendment, supplemental indenture or waiver as provided for in this Indenture; or (iii) modify any of the waiver provisions of this Indenture, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security Documentswhich would be affected. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the then outstanding Securities. The Holders of a majority in principal of the then outstanding Securities may also waive on behalf of all Holders any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities. However, without the consent of each the Holder of an outstanding Note each Security affected, an amendment or waiver under this Section may not: (i) reduce the aggregate principal amount of Notes Securities whose Holders must consent to an amendment,, supplement or waiver; (ii) reduce the rate of or extend change the time for payment of interest interest, including default interest, on any Note,outstanding Security; (iii) reduce the principal of or change the Maturity Date fixed maturity of any Note,Security or alter the redemption provisions or the price at which the Company shall offer to purchase such Security pursuant to Section 3.1 of Article III hereof; (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in the Prospectus; (v) modify or eliminate the right of the estate of a Holder or a Holder to cause the Company to repurchase a Security upon the death or Total Permanent Disability of a Holder pursuant to Article III; provided, however, that the Company may not modify or eliminate such Note,right, as it may be in effect on the Issue Date, of any Security which was issued with such right, and after an amendment under this subsection 9.2(a)(v) becomes effective, the Company shall mail to the Holders of each Security then outstanding a notice briefly describing the amendment; (vi) expressly subordinate the Notes to make any other Indebtedness change in Section 6.4 or 6.7 hereof or in this sentence of the Issuer,this Section 9.2; (vii) impair make any change in Article X that materially adversely affects the right rights of any Holder to receive Holders; or (viii) waive a Default or Event of Default in the payment of principal of or premium, if any, and interest on any Security (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,acceleration). (viiib) make any change in this Section 8.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (bc) After an amendment or waiver under this Section 8.02 becomes effective, the Issuer Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under any such supplemental indenture or waiver. Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the then outstanding Securities. The Holders of a majority in principal of the then outstanding Securities may also waive on behalf of all Holders any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities. However, without the consent of each the Holder of an outstanding Note each Security affected, an amendment or waiver under this Section may not:not (with respect to any Security held by a nonconsenting Holder): (i) reduce the aggregate principal amount of Notes Securities whose Holders must consent to an amendment,, supplement or waiver; (ii) reduce the rate of or extend change the time for payment of interest interest, including default interest, on any Note,outstanding Security; (iii) reduce the principal of or change the Maturity Date fixed maturity of any Note,Security or alter the redemption provisions or the price at which the Company shall offer to purchase such Security pursuant to Section 3.1 of Article III hereof; (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in the Prospectus; (v) modify or eliminate the right of the estate of a Holder or a Holder to cause the Company to repurchase a Security upon the death or Total Permanent Disability of a Holder pursuant to Article III; provided, however, that the Company may not modify or eliminate such Note,right, as it may be in effect on the Issue Date, of any Security which was issued with such right, and after an amendment under this subsection 9.2(a)(v) becomes effective, the Company shall mail to the Holders of each Security then outstanding a notice briefly describing the amendment; (vi) expressly subordinate the Notes to make any other Indebtedness change in Section 6.4 or 6.7 hereof or in this sentence of the Issuer,this Section 9.2; (vii) impair make any change in Article X that materially adversely affects the right rights of any Holder to receive Holders; or (viii) waive a Default or Event of Default in the payment of principal of or premium, if any, and interest on any Security (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,acceleration). (viiib) make any change in this Section 8.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (bc) After an amendment or waiver under this Section 8.02 becomes effective, the Issuer Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under any such supplemental indenture or waiver. Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viiivii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.02Section, (viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor, or (ix) modify the Guarantees in any manner materially adverse to the Holders (other than the release all or substantially all of a Guarantee from any Parent of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsIssuer). It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02Section.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and Securities, the Security Documents and the Intercreditor Agreements with respect to the Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes Securities or any Subsidiary Guarantee to any other Indebtedness of the IssuerIssuer or any Subsidiary Guarantor, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesSecurities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, (ix) modify any Subsidiary Guarantee in any manner adverse to the Holders, or (ixx) make any change in the provisions in any Intercreditor Agreement or this Indenture dealing with the application of gross proceeds of Collateral that would adversely affect the Holders of the Securities. Subject to Section 11.04, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsSecurities. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall promptly mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Subsidiary Guarantees with the written consent of the Required HoldersIssuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any related Subsidiary Guarantee to any other Indebtedness of the Issueran Issuer or any Subsidiary Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,, or (viii) 8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions. Except as expressly provided by this Section 8.02Indenture, or (ix) without the consent of holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment may modify or release all or substantially all the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Subsidiary Guarantees with the written consent of the Required HoldersIssuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at dates on which any Note may be redeemed in accordance with such premium is payable upon redemption pursuant to Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the IssuerIssuer or any Subsidiary Guarantor, (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,Note, or (viii) 8) make any change in this Section 8.02, or (ix) release all the amendment provisions or substantially all of in the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentswaiver provisions which require each holder’s consent. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents with With the written consent of the Required Holders. HoweverHolders of not less than at least a majority in principal amount of the Securities delivered to the Issuers and the Trustee, the Issuers, when authorized by a resolution of the Board of Directors of the Company, and the Trustee may enter into an indenture or indentures supplemental hereto, or amendments to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Securities or the Guarantees or of modifying in any manner the rights of the Holders under this Indenture, the Securities or the Guarantees; provided, however, that no such supplemental indenture shall, without the consent of each Holder of an outstanding Note affected, an amendment may notaffected thereby: (i) change the Stated Maturity or reduce the principal amount of Notes whose Holders must consent to an amendment, (ii) reduce or the rate of interest, or extend the time for payment of interest on of the Securities or any Note, (iii) reduce the principal of or change the Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note the Securities, or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect after the due date thereof (including, in the case of redemption, on or after the redemption date), or alter any redemption provisions in a manner adverse to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all or substantially all the Holders of the Collateral from Securities or release any Subsidiary Guarantor under any Subsidiary Guarantee (except in accordance with the Lien terms of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Subsidiary Guarantee); (ii) reduce the percentage in principal amount of the Securities where the consent of the Holder is required for any such amendment, supplemental indenture or waiver as provided for in this Indenture; or (iii) modify any of the waiver provisions of this Indenture, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security Documentswhich would be affected. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuer, the Collateral Agent, the Guarantors and the Indenture Trustee may amend or supplement this Indenture, the Notes and Securities, the Security Documents and the Intercreditor Agreements, and may waive any provision thereof (including the provisions of Section 4.08), with the written consent of the Required HoldersHolders of a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment amendment, supplement or waiver may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment,; (ii) reduce the rate of or extend the time for payment of interest on any Note,Security; (iii) reduce the principal of any Security, change the Stated Maturity of any Security (or the due date in respect of the payment of any installment of principal), reduce any percentage set forth in the definition of “Applicable Percentage” or change the Maturity Date definition of “Net Sales” (or any Note,of the capitalized definitions contained therein); (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3,; (v) make any Note Security payable in money other than that stated in such Note,Security; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes Securities on or after the due dates (or the due date in respect of the payment of any installment of principal) therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,Securities; (vii) subordinate the Securities or any Guarantee in right of payment; (viii) make any change in Section 6.04 or the second sentence of this Section 8.02, 9.02; or (ix) make any change in the provisions in this Indenture or the Intercreditor Agreements dealing with the application of proceeds of Notes Collateral that would disproportionately, adversely affect the non-consenting Holders of the Securities. Without the consent of the Holders of at least two-thirds in aggregate principal amount of the Securities then outstanding or as otherwise provided in the Intercreditor Agreements, no amendment, supplement or waiver may release all or substantially all of the Notes Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsSecurities. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) Upon the written request of the Issuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities in accordance with Section 9.02(a), and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail provide to the Holders a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) make any change in Section 6.04 or 6.07 or the second sentence of this Section, (vii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer, (vii) impair the right of Issuer or any Holder to receive payment of principal of or premiumGuarantor, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,or (viii) make modify the Guarantees in any change in this Section 8.02, or manner materially adverse to the Holders (ix) other than the release all or substantially all of a Guarantee from any Parent of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsIssuer). It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02Section.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents with With the written consent of the Required Holders. HoweverHolders of not less than at least a majority in principal amount of the Securities delivered to the Issuers and the Trustee, the Issuers, when authorized by a resolution of the Board of Directors of the Company, and the Trustee may enter into an indenture or indentures supplemental hereto, or amendments to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Securities or the Guarantees or of modifying in any manner the rights of the Holders under this Indenture, the Securities or the Guarantees; provided, however, that no such supplemental indenture shall, without the consent of each Holder of an outstanding Note affected, an amendment may notaffected thereby: (i) change the Stated Maturity or reduce the principal amount of Notes whose Holders must consent to an amendment, (ii) reduce or the rate of interest, or extend the time for payment of interest on of the Securities or any Note, (iii) reduce the principal of or change the Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note the Securities, or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect after the due date thereof (including, in the case of redemption, on or after the redemption date), or alter any redemption provisions in a manner adverse to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all or substantially all the Holders of the Collateral from Securities or release any Subsidiary Guarantor under any Subsidiary Guarantee (except in accordance with the Lien terms of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Subsidiary Guarantee); (ii) reduce the percentage in principal amount of the Securities where the consent of the Holder is required for any such amendment, supplemental indenture or waiver as provided for in this Indenture; or (iii) modify any of the waiver provisionsof this Indenture, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security Documentswhich would be affected. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viiivii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, or (ixviii) release all or substantially all expressly subordinate the Notes in contractual right of payment to any other Indebtedness of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsIssuer. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Except as provided in this Section 9.2(a) and the Indenture Trustee may amend Section 9.2(b)(ii), amendments of this Indenture, the Notes or any Note Guarantee may be made by the Issuer, the Parent Guarantor, the Subsidiary Guarantors and the Security Documents Trustee, as the case may be, with the written consent of the Required Holders. HoweverHolders of not less than a majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer, the Parent Guarantor or any Subsidiary Guarantor with any provision of this Indenture, the Notes or any Note Guarantee; provided that no such modification or amendment may, without the consent of each Holder of an outstanding Note affected, an amendment may notdirectly and adversely affected thereby: (i) reduce change the amount Stated Maturity of Notes whose Holders must consent to an amendment,the principal of, or any installment of interest on, any Note; (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of amount of, or premium, if any, and or stated rate of interest on such Holder’s Notes on on, any Note; (iii) change the currency of payment of principal of, or after premium, if any, or interest on, any Note; (iv) impair the due dates therefor or right to institute suit for the enforcement of any payment on or with respect after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note or Note Guarantee; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to such Holder’s modify or amend this Indenture, the Notes or any Note Guarantee; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes,; (vii) release the Parent Guarantee, except as provided in this Indenture; (viii) make any change in reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Section 8.02, Indenture or for waiver of certain Defaults; or (ix) release all change or substantially all extend the Redemption Date or reduce the stated redemption price of the Collateral Notes from that stated in Section 3.3 or Section 3.4. (i) The Issuer’s or the Lien Parent Guarantor’s obligation to make a Change of Control Offer may be waived or modified with the written consent of Holders of at least a majority in aggregate principal amount of Notes then outstanding. (ii) In addition, any amendment to, or waiver of, the provisions of this Indenture and Indenture, the Security Documents, except as otherwise provided in this Indenture Notes or the Security Documents. It any Note Guarantee that releases any Subsidiary Guarantee shall not be necessary for require the consent of the Holders under of at least 75% in aggregate principal amount of the Notes then outstanding, except as provided in this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereofIndenture. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Guarantees thereof, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees thereof may be waived, with the written consent of the Required HoldersCompany and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment,; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of or change the Stated Maturity Date of any Note,; (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III; (v5) make any Note payable in money other than that stated in such Note,; (vi6) expressly subordinate the Notes or any Guarantee of the Notes to any other Indebtedness of the Issuer, (vii) impair the right of Company or any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, Guarantor; or (ix7) release all change the list of provisions set forth in these clauses (1)-(7) requiring the approval of each holder of an outstanding Note affected by an amendment or substantially all waiver described therein such that the approval of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentseach such holder is no longer required. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Except as provided in Section 9.1(b) and the Indenture Trustee may amend Section 9.2, this Indenture, the Notes or the Note Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Security Documents Trustee with the written consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes held by the Issuer or any of its Affiliates), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Required Holders. HoweverHolders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). (b) Without the consent of each Holder of an outstanding Note affected, an amendment amendment, supplement or waiver may not: (i) reduce the principal amount of Notes whose Holders must consent to an amendment,, supplement or waiver; (ii) reduce the stated rate of interest or extend change or have the effect of changing the stated time for payment of interest on any Note,Note (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause); (iii) reduce the principal amount of or change or have the effect of changing the Stated Maturity Date of any Note,; (iv) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes with respect to a payment default and a waiver of the payment default that resulted from such acceleration); (v) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in accordance with Article 3,Section 3.3, Section 4.1(e) and Section 4.4, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause); (vvi) make any Note payable in money a currency other than that stated in such the Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer,; (vii) impair the right of any Holder to receive payment of principal of or principal, premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,; (viii) make any change in this Section 8.02, orthe amendment or waiver provisions which require each Holder’s consent; (ix) release all make any change in Section 2.12 that adversely affects the rights of Holders (or substantially all beneficial owners) or amend the terms of the Collateral Notes in a way that would result in a loss of exemption from the Lien of this Indenture and the Security Documents, except as otherwise provided or reduction in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.applicable Taxes; or (bx) After an amendment under this Section 8.02 becomes effective, modify the Issuer shall mail Note Guarantees in any manner adverse to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

With Consent of the Holders. (a) The Issuer Issuers, the Trustee and the Indenture Trustee Collateral Agent may amend this Indenture, the Notes and Notes, the Subsidiary Guarantees, the Security Documents Documents, the Senior Lien Intercreditor Agreement and/or any Customary Intercreditor Agreements with the written consent of the Required HoldersIssuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change extend the Stated Maturity Date of any Note,, Table of Contents (iv4) reduce the premium payable (if any) upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issueran Issuer or any Subsidiary Guarantor, (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions, or (9) make any change in the provisions dealing with the application of proceeds of Collateral in the Senior Lien Intercreditor Agreement, the Security Documents or this Section 8.02Indenture that would adversely affect the holders of Notes. Except as expressly provided by this Indenture or the Security Documents, or (ix) without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment may modify or release the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of Notes. Without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Guarantees, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees may be waived, with the written consent of the Required HoldersCompany and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the IssuerCompany or any Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,, or (viii) 8) make any change in this Section 8.02, or (ix) release all the amendment provisions which require each holder’s consent or substantially all of in the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentswaiver provisions. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Guarantees thereof, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees thereof may be waived, with the written consent of the Required HoldersCompany and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment,; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of or change the Stated Maturity Date of any Note,; (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III; (v5) make any Note payable in money other than that stated in such Note,; (vi6) expressly subordinate the Notes or any Guarantee of the Notes to any other Indebtedness of the Issuer, (vii) impair the right of Company or any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, Guarantor; or (ix7) release all change the list of provisions set forth in these clauses (1)-(7) requiring the approval of each holder of an outstanding Note affected by an amendment or substantially all waiver described therein such that the approval of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentseach such holder is no longer required. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of DTC, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes Securities or any Guarantees to any other Indebtedness of the IssuerCompany or any Guarantor, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesSecurities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided expressly permitted under this Indenture, modify any Guarantees in this Indenture or any manner adverse to the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (bor any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail deliver to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viiivii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, (viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor, or (ix) release all or substantially all of modify the Collateral from Guarantees in any manner adverse to the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes Indenture and the Security Documents with the written consent of the Required Holdersholders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes to any other Indebtedness of the IssuerIssuer or any Subsidiary Pledgor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions, (9) make any change in the provisions in the Intercreditor Agreement or the Guarantor Intercreditor Agreement or this Section 8.02Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Notes, or (ix10) except as expressly provided by this Indenture, modify or release the Note Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viiivii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.02, 9.02, (viii) expressly subordinate the Notes or any Guarantee in contractual right of payment to any other Indebtedness of the Issuer or any Guarantor; or (ix) release all or substantially all of modify the Collateral from Guarantees in any manner materially adverse to the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company, the Collateral Agent and the Indenture Trustee may amend or supplement this Indenture, the Notes Security Documents, the First Lien Intercreditor Agreement and the Security Documents any Junior Lien Intercreditor Agreement with the written consent of the Required Holdersholders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment,; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of or change the Stated Maturity Date of any Note,; (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III; (v5) make any Note payable in money other than that stated in such Note,; (vi6) expressly subordinate the Notes in right of payment to any other Indebtedness of the Issuer,Company or any Subsidiary Guarantor; (vii7) impair the contractual right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or holder to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,Notes on or after the due dates therefor; (viii8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions; or (9) make any change in the provisions of the First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or this Section 8.02Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Notes. Except as expressly provided by this Indenture, or (ix) without the consent of holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment may modify or release the Note Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, except as expressly provided by this Indenture, without the consent of the holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuer, the Trustee and the Indenture Trustee Collateral Agent, as applicable, may amend this Indenture, the Notes and Notes, the Guarantees, the Security Documents Documents, the Senior Lien Intercreditor Agreement and/or any Customary Intercreditor Agreements with the written consent of the Required HoldersIssuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any NoteNote (other than with respect to a Change of Control Offer, Asset Sale Offer or Special Mandatory Redemption), (iii3) reduce the principal of or change extend the Stated Maturity Date of any NoteNote (other than with respect to a Change of Control Offer, Asset Sale Offer or Special Mandatory Redemption), (iv4) reduce the premium payable (if any) upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the IssuerIssuer or any Guarantor, (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions, or (9) make any change in the provisions dealing with the application of proceeds of Collateral in the Senior Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, the Security Documents or this Section 8.02Indenture that would adversely affect the holders of Notes. Except as expressly provided by this Indenture or the Security Documents, or (ix) without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment may modify or release the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of Notes. Without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viiivii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.02Section, or or (ixviii) release all or substantially all expressly subordinate the Notes to any other Indebtedness of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsIssuer. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02Section.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, the Notes and Notes, the Subsidiary Guarantees, the Security Documents and the Intercreditor Agreements with the written consent of the Required HoldersIssuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the IssuerIssuers or any Subsidiary Guarantor, (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor thereof or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s NotesNote, (viii8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change to the provisions of this Indenture, the Intercreditor Agreements or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Section 8.02Indenture, or (ix) the Security Documents or the Intercreditor Agreements, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers, the Trustee and the Indenture Trustee Collateral Agent may amend this Indenture, the Notes and Notes, the Subsidiary Guarantees, the Security Documents Documents, the Senior Lien Intercreditor Agreement and/or any Customary Intercreditor Agreements with the written consent of the Required HoldersIssuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change extend the Stated Maturity Date of any Note, (iv4) reduce the premium payable (if any) upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issueran Issuer or any Subsidiary Guarantor, (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions, or (9) make any change in the provisions dealing with the application of proceeds of Collateral in the Senior Lien Intercreditor Agreement, the Security Documents or this Section 8.02Indenture that would adversely affect the holders of Notes. Except as expressly provided by this Indenture or the Security Documents, or (ix) without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment may modify or release the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of Notes. Without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers, the Guarantors (as applicable) and the Indenture Trustee may amend this Indenturethe Senior Lien Intercreditor Agreement, the Notes First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement and the Security Note Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesSecurities, (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (viii) except as expressly permitted by this Indenture, modify any Note Guarantees in any manner adverse to the Holders, (ix) expressly subordinate the Securities or any Note Guarantee in right of payment to any other Indebtedness of the Issuers or any Guarantor, or (x) make any change in the provisions in the Security Documents or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Securities. Subject to Section 8.0211.04, or (ix) without the consent of the holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, the Notes and Notes, the Guarantees, the Security Documents and the First Lien Intercreditor Agreement (and, if applicable, the Super Senior Intercreditor Agreement) with the written consent of the Required Holdersholders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions of this Indenture may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment,; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of or change the Stated Maturity Date of any Note,; (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III; (v5) make any Note payable in money other than that stated in such Note,; (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of an Issuer, any Guarantor or any Affiliated Guarantor or subordinate the Issuer,Liens securing the Notes or any Guarantee to Liens securing any other Indebtedness; (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes Note on or after the due dates therefor thereof or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,Note on or after such respective dates; (viii8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions; or (9) make any change to the provisions of this Indenture, the First Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the holder of such Note. Except as expressly provided by this Section 8.02Indenture, or (ix) the Security Documents or the First Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in an aggregate principal amount of the Notes then outstanding, the Issuers, the Guarantors and the Affiliated Guarantors may not take any action that would, directly or indirectly, and no amendment or waiver may, release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Second Lien Trustee may amend this Indentureany of the Note Documents, and any past Default or compliance with any provisions of any of the Notes and the Security Note Documents may be waived, with the written consent of the Required HoldersIssuers and the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of an Issuer or any Guarantor (other than as contemplated herein with respect to the IssuerCadence IP Licensee), (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii8) make any change in the provisions of the Note Documents dealing with the application of proceeds of Second Lien Collateral that would adversely affect the holders of the Notes in any material respect, or (9) make any change in the amendment provisions which require consent of each holder of a Note or in the waiver provisions as they relate to the Notes. Notwithstanding the foregoing, except in accordance with Section 9.01, no amendment or waiver may, without the consent of each holder of an outstanding Note, amend Section 9.02 or any other provision hereof specifying the number or percentage of holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder. Except for any release contemplated by this Section 8.02Indenture, or (ix) without the consent of the holders of at least 66 2/3% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release all or substantially all of the Second Lien Collateral from the Lien of this Indenture and the Security DocumentsSecond Lien Collateral Documents with respect to the Notes and Guarantees. In addition, except for any release contemplated by this Indenture, without the consent of the holders of at least 66 2/3% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release the Guarantee with respect to the Notes of one or more Guarantors that individually or in the aggregate had (i) assets, as otherwise provided of the last day of the fiscal quarter of the Parent most recently ended, in this Indenture excess of 75 % of the assets of the Issuers and all Guarantors, taken as a whole, as of such date or (ii) EBITDA for the Security Documentslast four fiscal quarter period of the Parent most recently ended, in excess of 75% of the EBITDA of the Issuers and all Guarantors, taken as a whole, for such period. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuer, the Guarantors and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Note Guarantees with the written consent of the Required HoldersHolders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange for, the Notes), including, without limitation, the provisions related to a Change of Control, and any existing Default or Event of Default or compliance with any provisions may also be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange for, the Notes). However, without the consent of each Holder of an outstanding Note affectedaffected thereby, an amendment or waiver may not: (i1) reduce the principal amount of Notes whose Holders must consent to an amendment,, supplement or waiver; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of or change the Stated Maturity Date of any Note,; (iv4) reduce the premium amount payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,Note; (v5) make any Note payable in money other than that stated in such the Note,; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii6) impair the contractual right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,; (viii7) make any change in this Section 8.02, the amendment provisions that require each Holder’s consent or in the waiver provisions; (8) expressly subordinate the Notes or any Note Guarantee in right of payment to any other Indebtedness of the Issuer or any Guarantor; or (ix9) make any change in, or release all or substantially all of other than in accordance with this Indenture, any Note Guarantee that would adversely affect the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the The consent of the Holders is not necessary under this Section 8.02 Indenture to approve the particular form of any proposed amendment, but it shall be . It is sufficient if such consent approves the substance thereof. (b) of the proposed amendment. After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail will be required to the send to Holders a notice briefly describing such amendment. The However, the failure to give such notice to all Holders, or any defect therein, shall will not impair or affect the validity of an the amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers, the Trustee and the Indenture Trustee Collateral Agent may amend this Indenture, the Notes and Notes, the Subsidiary Guarantees, the Security Documents and the Intercreditor Agreement with the written consent of the Required HoldersIssuers and the holders (with a copy to the Trustee) of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at dates on which any Note may be redeemed in accordance with such premium is payable upon redemption pursuant to Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the IssuerIssuers or any Subsidiary Guarantor, (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor thereof or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s NotesNote, (viii8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change to the provisions of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the holder of such Note. Except as expressly provided by this Section 8.02Indenture, or (ix) the Security Documents or the Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture Documents with respect to the Notes or the Security Documentsreduce such voting requirement. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and Securities, the Security Documents and the Intercreditor Agreements with respect to the Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes Securities or any Subsidiary Guarantee to any other Indebtedness of the IssuerIssuer or any Subsidiary Guarantor, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such HolderHxxxxx’s NotesSecurities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, (ix) modify any Subsidiary Guarantee in any manner adverse to the Holders, or (ixx) make any change in the provisions in any Intercreditor Agreement or this Indenture dealing with the application of gross proceeds of Collateral that would adversely affect the Holders of the Securities. Subject to Section 11.04, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsSecurities. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall promptly mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, the Notes Notes, the Guarantees, the First Lien Intercreditor Agreement and the Security Documents with the written consent of the Required HoldersIssuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issueran Issuer or any Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions, or (9) make any change in the provisions dealing with the pro rata application of proceeds of Collateral in the First Lien Intercreditor Agreement or this Section 8.02Indenture that would adversely affect the holders of the Notes. Except as expressly provided by this Indenture, or (ix) without the consent of holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment may modify or release the Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes Security Documents, the First Lien Intercreditor Agreement and the Security Documents Second Lien Intercreditor Agreement with the written consent of the Required Holdersholders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes to any other Indebtedness of the IssuerIssuer or any Subsidiary Pledgor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions, (9) make any change in the provisions in the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement or this Section 8.02Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Notes, or (ix10) except as expressly provided by this Indenture, modify or release the Note Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuer, the Guarantors and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents with the written consent of the Required Holders. However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Final Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes or any Guarantees to any other Indebtedness of the IssuerIssuer or any Guarantor, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, or, (ix) modify any Guarantees in any manner adverse to the Holders, (x) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided or (xi) make any change in the provisions in this Indenture or dealing with the Security Documentsapplication of proceeds of Collateral that would adversely affect the Holders of the Notes. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

With Consent of the Holders. (a) The Issuer Except as set forth in the next sentence and in the last paragraph of this Section 9.02, the Issuer, the Trustee and the Indenture Collateral Trustee (if applicable with respect to the Security Documents) may amend this Indenture, the Notes and the Security Documents with the written consent of the Required HoldersIssuer and the holders of at least a majority in principal amount of all the Notes then outstanding under the Indenture voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes, or the Security Documents or may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class. Sections 2.09 and 14.06 hereof shall determine which Securities are considered to be “outstanding” for purposes of this Section 9.02. However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (ia) reduce the principal amount of Notes whose Holders holders must consent to an amendment,; (iib) reduce the rate of or extend the time for payment of interest on any Note,Note (other than in accordance with the explicit terms of any series of Notes), or reduce the portion of the accrued interest on any payment date that is required to be paid in cash; (iiic) reduce the principal of or change the Stated Maturity Date of any Note,; (ivd) reduce the premium price payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III and Sections 5 and 9 of the Notes; (ve) make any Note payable in money other than that stated in such Note,; (vif) expressly subordinate the Notes or the Note Liens to any other Indebtedness of the Issuer,; (viig) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,; (viiih) make any change in this Section 8.02, 9.01 or Section 9.02; or (ixi) release all make any change that impairs or substantially all adversely affects the conversion rights of the Collateral from the Lien of this Indenture and the Security Documents, any holder under Article XI hereof or except as provided for in Article XI, otherwise provided in this Indenture reduces the number of shares of Common Stock, amount of cash or the Security Documentsany other property receivable by a holder upon conversion. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effectiveeffective (other than an amendment for which holders of all of the outstanding principal amount of the Notes shall have consented to), the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02. In addition, the following amendments, supplements to or waivers of the provisions of this Indenture or any Note Documents, will require the consent of the holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding: (i) the release of all or substantially all of the Collateral from the Liens securing the Notes; (ii) any changes to Section 4.03 and any definitions related thereto; (iii) any changes to Section 4.04 and any definitions related thereto; (iv) any changes to Section 4.09 and any definitions related thereto; and (v) any changes to the definition of “Change of Control” and the provisions of Section 4.08.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Guarantees, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees may be waived, with the written consent of the Required HoldersCompany and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the IssuerCompany or any Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii) 8) make any change in this Section 8.02the amendment provisions which require each holder’s consent or in the waiver provisions, or (ix9) release all or substantially all of amend the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided provisions set forth in this Indenture or the Security DocumentsSection 3.09. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer This Indenture, the Notes, the Guarantees, the Security Documents and the Indenture Trustee Intercreditor Agreements may amend be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of this Indenture, the Notes and Notes, the Guarantees, the Security Documents or the Intercreditor Agreements may be waived with the written consent of the Required HoldersHolders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment amendment, supplement or waiver of this Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreements may not:not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment,, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than pursuant to Sections 4.06 or 4.08 hereof); (iii) reduce the rate of or extend change the time for payment of interest on any Note, (iii) reduce the principal of or change the Maturity Date of any Note,; (iv) reduce waive a Default or Event of Default in the premium payable upon payment of principal, premium, if any, or interest or Additional Interest, if any, on the redemption Notes (except a rescission of any Note or change acceleration of the time Notes by the Holders of at which any Note may be redeemed least a majority in accordance with Article 3,aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in such Note,the Notes; (vi) expressly subordinate modify the Notes to Guarantees in any other Indebtedness of manner that would adversely affect the Issuer,Holders; (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.02, or9.02; (viii) waive a redemption payment with respect to any Note (other than a payment required by Section 4.06 or 4.08 hereof); (ix) except as permitted by this Indenture, release any Guarantee or any Lien on all or substantially all of the Collateral from Collateral; or (x) subordinate the Lien Notes or any Guarantee in right of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentspayment to any other Indebtedness. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture First Lien Trustee may amend this Indentureany of the Note Documents, and any past Default or compliance with any provisions of any of the Notes and the Security Note Documents may be waived, with the written consent of the Required HoldersIssuers and the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issueran Issuer or any Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,, or (viii8) make any change in the provisions of the Note Documents dealing with the application of proceeds of First Lien Collateral that would adversely affect the holders of the Notes in any material respect, or (9) make any change in the amendment provisions which require consent of each holder of a Note or in the waiver provisions as they relate to the Notes. Except for any release contemplated by this Section 8.02Indenture, or without the consent of (ixi) the holders of at least 66 2/3% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release the Lien on any First Lien Collateral securing the Notes or Guarantees and (ii) the holders of at least 75% in principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the First Lien Collateral from the Lien of this Indenture and the Security DocumentsFirst Lien Collateral Documents with respect to the Notes and Guarantees. In addition, except for any release contemplated by this Indenture, (i) without the consent of the holders of at least 66 2/3% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release the Guarantee with respect to the Notes of one or more Guarantors and (ii) without the consent of the holders of at least 75% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release the Guarantee with respect to the Notes of one or more Guarantors that individually or in the aggregate had (i) assets, as otherwise provided of the last day of the fiscal quarter of the Parent most recently ended, in this Indenture excess of 75 % of the assets of the Issuers and all Guarantors, taken as a whole, as of such date or (ii) EBITDA for the Security Documentslast four fiscal quarter period of the Parent most recently ended, in excess of 75% of the EBITDA of the Issuers and all Guarantors, taken as a whole, for such period. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which when any Note may be redeemed in accordance with Article 33 of this Indenture or Paragraph 5 of Appendix A of this Indenture, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viiivii) make any change in this Section 8.02the amendment provisions which require each Holder’s consent or in the waiver provisions, (viii) expressly subordinate the Notes or any Guarantee thereof to any other Indebtedness of the Issuer or any Guarantor, or (ix) release all or substantially all of modify the Collateral from Guarantees in any manner adverse to the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes, the Guarantees and any past Default or compliance with any provisions of this Indenture, the Notes and the Security Documents Guarantees may be waived, with the written consent of the Required HoldersIssuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (ia) reduce the amount of Notes whose Holders holders must consent to an amendment,; (iib) reduce the rate of or extend the time for payment of interest on any Note,; (iiic) reduce the principal of or change the Stated Maturity Date of any Note,; (ivd) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,‎Article 3 (other than provisions relating to notice periods); (ve) make any Note payable in money other than that stated in such Note,; (vif) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer,Issuer or any Guarantor; (viig) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes,); or (viiih) make any change in this Section 8.02, or (ix) release all the amendment provisions which require each holder’s consent or substantially all of in the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentswaiver provisions. It shall not be necessary for the consent of the Holders holders under this Section 8.02 ‎Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 ‎Section 9.02 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02‎Section 9.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Subsidiary Guarantees with the written consent of the Required HoldersIssuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any related Subsidiary Guarantee to any other Indebtedness of the Issueran Issuer or any Subsidiary Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,, or (viii) 8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions. Except as expressly provided by this Section 8.02Indenture, or (ix) without the consent of holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment may modify or release all or substantially all the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depositary, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in aggregate principal amount at maturity of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal Accreted Value of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (vii) expressly subordinate the Notes Securities to any other Indebtedness of the either Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,or (viii) make any change in this Section 8.02, or the method of calculation of Accreted Value (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided permitted in this Indenture or the Security Documentsdefinition thereof). It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers, the Trustee and the Indenture Trustee Notes Collateral Agent may amend this Indenture, the Notes Notes, the Subsidiary Guarantees, the Intercreditor Agreements and the Security Documents with the written consent of the Required HoldersIssuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting together as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, supplement or waiver, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at dates on which any Note may be redeemed such premium is payable upon redemption in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any related Subsidiary Guarantee to any other Indebtedness of the Issueran Issuer or any Subsidiary Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change in the provisions of this Section 8.02Indenture or the Intercreditor Agreements with respect to the requirement for pro rata application of proceeds of Collateral in respect of the Notes in a manner that by its terms results in the required application of such proceeds in respect of the Notes to be on a less than pro rata basis to the holder of such Note. Except as expressly provided by this Indenture, or (ix) without the consent of holders of at least 66.67% in principal amount of Notes then outstanding, no amendment may modify or release the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66.67% in an aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the then-outstanding Securities (or without any such consent as permitted under Section 9.1). HoweverThe Holders of a majority in principal of the then-outstanding Securities may also waive on behalf of all Holders any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities. Nevertheless, without the consent of each the Holder of an outstanding Note each Security affected, an amendment or waiver under this Section may not:not (with respect to any Security held by a non-consenting Holder): (i) reduce the aggregate principal amount of Notes Securities whose Holders must consent to an amendment,, supplement or waiver; (ii) reduce the rate of or extend change the time for payment of interest interest, including default interest, on any Note,outstanding Security; (iii) reduce the principal of or change the Maturity Date fixed maturity of any Note,Security or alter the redemption provisions or the price at which the Company shall be entitled to accept an offer for repurchase of such Security pursuant to Section 3.1; (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such Note,the Prospectus; (v) make any change in Section 6.4 or Section 6.7; (vi) expressly subordinate make any change in Article 10 that materially adversely affects the Notes to rights of any other Indebtedness Holders, or adversely affects the holders of the Issuer,Senior Debt; or (vii) impair waive a Default or Event of Default in the right of any Holder to receive payment of principal of or premium, if anyinterest on any Security (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the then-outstanding Securities, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement a waiver of any payment on or with respect to default resulting from such Holder’s Notes,acceleration). (viiib) make any change in this Section 8.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (bc) Any required consent of the Holders need not be affirmative. Consent of a Holder will be presumed if a Holder does not object within 30 days of a written request for consent so long as such written request specifically states in prominent type that the consent of the Holder will be presumed if no objection is made within the applicable 30-day period. (d) After an amendment or waiver under this Section 8.02 becomes effective, the Issuer Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Holdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under any such supplemental indenture or waiver. Subject to Section 6.4 and Section 6.7, the Holders of a majority in principal amount of the Securities then-outstanding may waive compliance in a particular instance by the Company with any provision of this Section 8.02Indenture or the Securities.

With Consent of the Holders. (a) The Issuer Except as provided in 9.01(b), the Issuers and the Indenture Trustee may amend this Indenture, the Notes Securities, the Note Guarantees, the Collateral Documents and the Security Documents Second Lien Intercreditor Agreement with the written consent of the Required HoldersHolders of at least a majority in aggregate principal amount of the Securities then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not:not (with respect to any Security held by a non-consenting holder): (i) reduce the percentage of aggregate principal amount of Notes Securities whose Holders must consent to an amendment,; (ii) reduce the rate of or extend the time for payment of interest on any Note,Security; (iii) reduce the principal of or change the Stated Maturity Date of any Note,Security; (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3,; (v) make any Note Security payable in money other than that stated in such Note,Security; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the date due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,Securities; (viiivii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.02, 9.02(a); (viii) expressly subordinate the Securities or any Note Guarantee or otherwise modify the ranking thereof to any other Indebtedness of the Issuers or any Note Guarantor; or (ix) release all or substantially all of modify the Collateral from Note Guarantees in any manner adverse to the Lien of this Indenture and the Security Documents, except Holders other than as otherwise provided contemplated in this Indenture or the Security Documents. Section 11.02(c) hereof.. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this . Upon the request of the Issuers accompanied by a resolution of the Board of Directors of the Issuers authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 8.02 becomes effective9.06, the Issuer shall mail Trustee, subject to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect thereinits rights in Section 9.06, shall not impair or affect join with the validity Issuers in the execution of an amendment under this Section 8.02such supplemental indenture.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes Indenture and the Security Documents Securities with respect to the Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes Securities or any Guarantee to any other Indebtedness of the IssuerIssuer or any Guarantor, (vii) impair the legal right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes 's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes's Securities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, oror 103 (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in expressly permitted by this Indenture Indenture, modify the Guarantee of any Significant Subsidiary, or the Security DocumentsGuarantee of one or more Restricted Subsidiaries that collectively would, at the time of such amendment, represent a Significant Subsidiary in any manner adverse to the Holders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall is required to deliver electronically or mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described in Article 4 (other than Section 4.01) or Article 5 shall be deemed to impair or affect any legal rights of Holders of the Securities to receive payment of principal of, or premium, if any, or interest on, the Securities on or after the due dates therefor.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) make any change in Section 6.04 or 6.07 or the second sentence of this Section, or (vii) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02Section.

With Consent of the Holders. (a) The Issuer Issuers, the Guarantors (as applicable) and the Indenture Trustee may amend this Indenturethe Secured Notes Intercreditor Agreement, the Notes First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement and the Security Note Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesSecurities, (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (viii) except as expressly permitted by this Indenture, modify any Note Guarantees in any manner adverse to the Holders, (ix) expressly subordinate the Securities or any Note Guarantee in right of payment to any other Indebtedness of the Issuers or any Guarantor, or (x) make any change in the provisions in the Security Documents or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Securities. Subject to Section 8.0211.04, or (ix) without the consent of the holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Except as otherwise provided in Section 9.01 or this Section 9.02, the Issuer and the Indenture Trustee may amend this Indenture, the Notes and Securities or the Security Documents Guarantees, with the written consent of the Required HoldersHolders of at least a majority in aggregate principal amount of the Securities then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities) and any existing or past default or compliance with any provisions of such documents may be waived with the consent of the Holders of a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with the purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Holder of an outstanding Note Security affected, an no amendment may not:(with respect to any Securities held by a non-consenting Holder): (ia) reduce the percentage of the aggregate principal amount of Notes Securities whose Holders must consent to an amendment,, supplement or waiver; (iib) reduce the rate of or extend the time for payment of interest interest, if any, on any Note,Security; (iiic) reduce the principal of or change the Stated Maturity Date of any Note,Security; provided that an extension, limited to a maximum of six months, to the Escrow End Date then-applicable to the Securities shall not constitute a change to the Stated Maturity of any Security, which extension shall require only the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding, if the Issuer determines, in its reasonable judgment, that the ProQuest Acquisition will not be consummated on or prior to the then-applicable Escrow End Date, but will be consummated on or prior to such extended Escrow End Date; (ivd) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed at the option of the Issuer in accordance with Article 3,; (ve) make any Note Security payable in money other than that stated in such Note,Security; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (viif) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,Securities; (viiig) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.02, 9.02; (h) expressly subordinate the Securities or any Guarantee related thereto or otherwise modify the ranking thereof to any other Indebtedness of the Issuer or any Guarantor; or (ixi) release all or substantially all of modify the Collateral from Guarantees in any manner adverse to the Lien of this Indenture Holders other than as contemplated in Sections 11.02(b) and the Security Documents, except as otherwise provided in this Indenture or the Security Documents(c) hereof. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, waiver or consent, but it shall be sufficient if such consent approves the substance thereof. (b) After . For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under Article 4 or Section 5.01, shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Securities. Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee, subject to its rights in Section 9.06, shall join with the Issuer in the execution of such supplemental indenture. In the event that Holders of at least a majority in aggregate principal amount of the Securities then outstanding consent to an amendment under this extension, limited to a maximum of six months, to the then-applicable Escrow End Date as contemplated by the proviso in Section 8.02 becomes effective9.02(c), the Issuer and the Trustee may amend the Escrow Agreement in a consistent manner to reflect such extension of the Escrow End Date, and such amendment shall mail be permitted by the terms of this Indenture, the Securities and the Escrow Agreement, provided the Issuer delivers an Officer’s Certificate and an Opinion of Counsel (which may be subject to customary assumptions and exclusions) to the Holders a notice briefly describing Trustee and the Escrow Agent certifying that the Trustee and the Escrow Agent, as applicable, are authorized to enter into such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

With Consent of the Holders. (a) The Issuer Company, the Guarantors and the Indenture Trustee may shall be entitled to amend this Indenture, the Notes Indenture and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note affectedaffected thereby, an amendment may not: (i) reduce the principal amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium amount payable upon the redemption of any Note Security or change the time at which when any Note Security may be redeemed in accordance with Article 3III, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate make any change in Section 6.07 or the Notes to any other Indebtedness second sentence of the Issuerthis Section 9.02, (vii) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s NotesSecurities, (viii) make any change in this Section 8.02the ranking or priority of any Security or any Guaranty that would adversely affect the Securityholders, or (ix) release all or substantially all of modify the Collateral from Guarantees in any manner that would adversely affect the Lien of this Indenture and the Security Documents, except as otherwise provided Holders in this Indenture or the Security Documentsany material respect. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal Accreted Value of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (vii) make any change to the provisions of this Indenture providing for the Special Mandatory Redemption that would adversely affect the rights of any of the Holders of the Notes to receive the amounts payable to them upon a Special Mandatory Redemption, (viii) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all or substantially all modify the method of calculation of Accreted Value in any manner adverse to the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Guarantees, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees may be waived, with the written consent of the Required Holdersholders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the IssuerCompany or any Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,, or (viii) 8) make any change in this Section 8.02, or (ix) release all the amendment provisions which require each holder’s consent or substantially all of in the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentswaiver provisions. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Except as otherwise provided in this Section 9.02, the Company, the Guarantors and the Indenture Trustee may amend or supplement this Indenture, the Notes and Notes, the Note Guarantees or the related Security Documents with the written consent of the Required HoldersHolders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any past Default or Event of Default or non-compliance with, or requirement for future compliance with, any provision of this Indenture, the Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment,, supplement or waiver; (ii) reduce the rate of or extend change the time for payment of interest on on, any Note,; (iii) reduce the principal of or change the Stated Maturity Date of any Note,; (iv) waive or reduce the any payment or premium payable upon the redemption or purchase of any Note or change the time at which any Note may be redeemed as described in accordance with Article 3,Section 3.01; (v) make any Note payable in money or currency other than that stated in such Note,; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premiumof, premium (if any) or interest on, and interest on such Holder’s Notes on or after the due dates therefor (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or the right to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,; (vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium (if any) or interest on, the Notes; (viii) make any change in this Section 8.02, orthe amendment and waiver provisions herein which require each Holder’s consent; (ix) release all any Guarantor from any of its obligations under its Note Guarantee or substantially all this Indenture, except in accordance with the terms of this Indenture; (x) expressly subordinate such Note or any Note Guarantee to any other Indebtedness of the Collateral from Company or any Guarantor or make any other change in the Lien ranking or priority of this Indenture any Note that would materially and adversely affect the Security DocumentsHolders; (xi) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.06 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.09 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (xii) except as otherwise provided permitted under this Indenture, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under this Indenture; or (xiii) make any change in this Indenture the provisions of the Security Documents or the Security Documents. It Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Notes. (b) The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendment, supplement or waiver of this Indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amendment, supplement or waiver of this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee shall join with the Company and the Guarantors in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly affects the Trustee’s own rights, duties or immunities under this Section 8.02 to approve Indenture or otherwise, in which case the particular form of any proposed Trustee may in its discretion, but shall not be obligated to, enter into such amendment, but it shall be sufficient if such consent approves the substance thereofsupplement or waiver. (bd) After an amendment amendment, supplement or waiver under this Section 8.02 Article Nine becomes effective, the Issuer Company shall mail to the Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver under this Article Nine. (e) Subject to Section 11.07, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment to, or waiver of, the provisions of the Indenture or the Security Documents that has the effect of releasing all or substantially all of the Collateral from the Liens of this Indenture and the Security Documents shall be effective (but only to the extent any such consent is required under the Collateral Trust Agreement). (f) It shall not be necessary for the consent of the Holders under this Section 8.029.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of the Holders. (a) The Issuer Except as otherwise provided in this Section 9.02, the Issuer, the Guarantors and the Indenture Trustee may amend or supplement this Indenture, the Notes and or the Security Documents Note Guarantees with the written consent of the Required HoldersHolders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any Default or Event of Default or non-compliance with, or requirement for future compliance with, any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment,, supplement or waiver; (ii) reduce the rate of or extend change the time for payment of interest on on, any Note,; (iii) reduce the principal of or change the Stated Maturity Date of any Note,; (iv) waive or reduce the any payment or premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in accordance with Article 3,Section 3.01 (other than the requirement to provide not less than 30 days’ notice); (v) make any Note payable in money or currency other than that stated in such Note,; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of of, or premium, premium ,if any, and or interest on such Holder’s Notes on or after the due dates therefor (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or the right to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,; (vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, , interest or Special Interest, if any, or premium, if any, on, the Notes; (viii) make any change in this Section 8.02, orthe amendment and waiver provisions herein which require each Holder’s consent; (ix) release all any Guarantor from any of its obligations under its Note Guarantee or substantially all this Indenture, except in accordance with the terms of this Indenture; (x) expressly subordinate such Note or any Note Guarantee to any other Indebtedness of the Collateral from Issuer or any Guarantor or make any other change in the Lien ranking or priority of this Indenture any Note that would adversely affect the Holders; (xi) amend, change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.06 after the Security Documentsobligation to make such Asset Sale Offer has arisen, or the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.08 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (xii) except as otherwise provided permitted under Section 4.11 and Section 5.01, consent to the assignment or transfer by the Issuer or any Guarantor of any of their rights or obligations under this Indenture; or (xiii) waive a Default or Event of Default in this Indenture the payment of principal of, premium on, if any, interest or Special Interest, if any, on, the Security Documents. It Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration). (b) The Issuer may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendment, supplement or waiver of this Indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amendment, supplement or waiver of this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee shall join with the Issuer and the Guarantors in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly affects the Trustee’s own rights, duties or immunities under this Section 8.02 to approve Indenture or otherwise, in which case the particular form of any proposed Trustee may in its discretion, but shall not be obligated to, enter into such amendment, but it shall be sufficient if such consent approves the substance thereofsupplement or waiver. (bd) After an amendment amendment, supplement or waiver under this Section 8.02 ARTICLE Nine becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment amendment, supplement or waiver under this ARTICLE Nine. (e) It shall not be necessary for the consent of the Holders under this Section 8.029.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of the Holders. (a) The Issuer Issuer, the Guarantors, the Trustee and the Indenture Trustee Collateral Agent may amend or supplement this Indenture, the Security Documents, the Notes and or the Security Documents Notes Guarantees with the written consent of the Required Holders. HoweverHolders of at least a majority in principal amount of the Outstanding Notes of each series, each voting as a separate class (including consents obtained in connection with a purchase of, or tender offer or exchange for the Notes), and any past default or non-compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Outstanding Notes of the Controlling Series, as provided in Article 6 (in each case including consents obtained in connection with a purchase of, or tender offer or exchange for, the Notes). (b) Notwithstanding anything else in this Indenture to the contrary, however, without the consent of each Holder of an outstanding Outstanding Note affected, an amendment may not: (i) change any installment of interest with respect to the Notes or reduce the principal amount of Notes whose Holders must consent or interest or any other amount payable with respect to an amendmentany Note, (ii) reduce change the rate currency in which, or change the required place at which, or change the time or times at which payment with respect to principal of or extend interest with respect to the time for payment of interest on any NoteNotes is payable, (iii) reduce the principal of or change the Maturity Date of any Notetimes at or the amounts in which the Notes are required to be redeemed, (iv) reduce the premium payable upon the redemption (1) release any Guarantor from any of any Note or change the time at which any Note may be redeemed its obligations under its Notes Guarantee other than in accordance with Article 3, the terms of this Indenture or (v2) make adversely change any Note payable in money other than that stated in such Note, (vi) expressly subordinate Notes Guarantee or the Notes to any other Indebtedness priority of the Issuer, (vii) impair Liens in the right of any Holder to receive payment of principal of Collateral or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all or substantially all of the Collateral from the Lien of Liens created by the Security Documents, except in each case as specifically provided for in this Indenture and the Security Documents, (v) after the Issuer’s obligation to purchase Notes arises under Section 4.06, except amend, change or modify in any material respect its obligation to make and consummate a Change of Control Offer, (vi) modify any Security Document or the provisions of this Indenture in a way that would release or change the priority of the Lien with respect to all or a substantial portion of the Collateral, except, in each case, as otherwise specifically provided for in this Indenture and the Security Documents, (vii) reduce the percentage of the principal amount outstanding of Notes required to modify or amend this Indenture or the Security Documents. terms or conditions of the Notes or the Notes Guarantees or to waive any future compliance or past Default or Event of Default, or (viii) modify the provisions of this Section 9.02(b). (c) It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendmentamendment or supplement, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

With Consent of the Holders. (a) The Issuer Except as otherwise provided in Section 9.01 or this Section 9.02, the Issuer, the Trustee, and the Indenture Trustee Collateral Agent may amend this Indenture, the Notes and Securities, the Guarantees or the Security Documents Documents, with the written consent of the Required HoldersHolders of at least a majority in aggregate principal amount of the Securities then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities) and any existing or past default or compliance with any provisions of such documents may be waived with the consent of the Holders of a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with the purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Holder of an outstanding Note Security affected, an no amendment may not:(with respect to any Securities held by a non-consenting Holder): (ia) reduce the percentage of the aggregate principal amount of Notes Securities whose Holders must consent to an amendment,, supplement or waiver; (iib) reduce the rate of or extend the time for payment of interest or Additional Amounts, if any, on any Note,Security; (iiic) reduce the principal of or change the Stated Maturity Date of any Note,Security; (ivd) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3,; (ve) make any Note Security payable in money other than that stated in such Note,Security; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (viif) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,Securities; (viiig) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.02, 9.02; (h) expressly subordinate the Securities or any Guarantee related thereto or otherwise modify the ranking thereof to any other Indebtedness of the Issuer or any Guarantor; (i) modify the Guarantees in any manner adverse to the Holders other than as contemplated in Sections 11.02(b) and (c) hereof; or (ixj) release all or substantially all of make any change in the Collateral from the Lien provision of this Indenture described under Section 2.16 that adversely affects the right of any Holder of such Securities in any material respect or amends the terms of such Securities in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the Issuer and the Security DocumentsGuarantors agree to pay Additional Amounts, except as otherwise provided if any, in this Indenture or the Security Documentsrespect thereof. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, waiver or consent, but it shall be sufficient if such consent approves the substance thereof. (b) After an . For the avoidance of doubt, no amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holdersto, or deletion of any defect thereinof the covenants described under Article 4 or Section 5.01, shall not be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the validity Securities. Upon the request of an amendment under the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee, subject to its rights in Section 9.06, shall join with the Issuer in the execution of such supplemental indenture. In addition, without the consent of the Holders of at least 66⅔% in principal amount of the Securities then outstanding, no amendment, supplement or waiver may modify any Security Document or the provisions in this Section 8.02Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture and the Security Documents) or change or alter the priority of the security interests in the Collateral.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes Notes, the Guarantees and the Security Documents Escrow Agreement and any past Default or compliance with any provisions of this Indenture, the Notes, the Guarantees and the Escrow Agreement may be waived, with the written consent of the Required HoldersIssuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (ia) reduce the amount of Notes whose Holders holders must consent to an amendment,; (iib) reduce the rate of or extend the time for payment of interest on any Note,; (iiic) reduce the principal of or change the Stated Maturity Date of any Note,; (ivd) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III (other than provisions relating to notice periods); (ve) make any Note payable in money other than that stated in such Note,; (vif) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer,Issuer or any Guarantor; (viig) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes,); (viiih) make any change in this Section 8.02, orthe amendment provisions which require each holder’s consent or in the waiver provisions; (ixi) release all or substantially all of the Collateral proceeds from the Lien of this Indenture and Escrow Account in any manner or at any time other than as set forth under Section 4.17 hereof; (j) make any change to the Security Documents, except as otherwise provided provisions in this Indenture or with respect to the Security DocumentsEscrow Issuer’s obligation to redeem the Notes through a Special Mandatory Redemption in a manner that would materially adversely affect the holders of the Notes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (ia) reduce the amount of Notes Securities whose Holders must consent to an amendment, (iib) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iiic) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (ivd) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (ve) make any Note Security payable in money other than that stated in such NoteSecurity, (vif) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (g) expressly subordinate the Notes Securities or any Senior Guarantee to any other Indebtedness of the Issuer, (vii) impair the right of Company or any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02Guarantor, or (ixh) release all or substantially all of modify the Collateral from Senior Guarantees in any manner adverse to the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) make any change in Section 6.04 or 6.07 or the second sentence of this Section, or (vii) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02Section.

With Consent of the Holders. (a) The Issuer Except as otherwise provided in this Section 9.02, the Company, the Guarantors and the Indenture Trustee may amend or supplement this Indenture, the Notes and Notes, the Note Guarantees or the related Security Documents with the written consent of the Required HoldersHolders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any past Default or Event of Default or non-compliance with, or requirement for future compliance with, any provision of this Indenture, the Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment,, supplement or waiver; (ii) reduce the rate of or extend change the time for payment of interest on on, any Note,; (iii) reduce the principal of or change the Stated Maturity Date of any Note,; (iv) waive or reduce the any payment or premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described in accordance with Article 3,Section 3.01; (v) make any Note payable in money or currency other than that stated in such Note,; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of of, or premium, premium (if any), and interest on or Additional Interest (if any) on, such Holder’s Notes on or after the due dates therefor (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or the right to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,; (vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or premium (if any), interest or Additional Interest (if any) on, the Notes; (viii) make any change in this Section 8.02, orthe amendment and waiver provisions herein which require each Holder’s consent; (ix) release all any Guarantor from any of its obligations under its Note Guarantee or substantially all this Indenture, except in accordance with the terms of this Indenture; (x) expressly subordinate such Note or any Note Guarantee to any other Indebtedness of the Collateral from Company or any Guarantor or make any other change in the Lien ranking or priority of this Indenture any Note that would adversely affect the Holders; (xi) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.06 after the Security Documentsobligation to make such Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.08 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (xii) except as otherwise provided permitted under Section 4.11 and Section 5.01, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under this Indenture; or (xiii) make any change in this Indenture the provisions of the Security Documents or the Security Documents. It Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Notes. (b) The Company may, but shall not be necessary obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendment, supplement or waiver of this Indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amendment, supplement or waiver of this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee shall join with the Company and the Guarantors in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly affects the Trustee’s own rights, duties or immunities under this Section 8.02 to approve Indenture or otherwise, in which case the particular form of any proposed Trustee may in its discretion, but shall not be obligated to, enter into such amendment, but it shall be sufficient if such consent approves the substance thereofsupplement or waiver. (bd) After an amendment amendment, supplement or waiver under this Section 8.02 ARTICLE Nine becomes effective, the Issuer Company shall mail to the Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver under this ARTICLE Nine. (e) Subject to Section 11.08, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment to, or waiver of, the provisions of the Indenture or the Security Documents that has the effect of releasing all or substantially all of the Collateral from the Liens of the Indenture and the Security Documents shall be effective (but only to the extent any such consent is required under the Collateral Trust Agreement). (f) It shall not be necessary for the consent of the Holders under this Section 8.029.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and Notes, the Guarantees, the Security Documents and the Intercreditor Agreements with the written consent of the Required HoldersIssuer and the holders of at least a majority in principal amount of the Notes then outstanding and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the percentage of the aggregate principal amount of Notes whose Holders holders must consent to an amendment,; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of or change the Stated Maturity Date of any Note,; (iv4) reduce the premium payable upon the redemption of any Note or change the time at dates on which any such Note may be redeemed in accordance as described under Article III herein (other than any change to the notice periods with Article 3,respect to such redemption); (v5) make any Note payable in money other than that stated in such Note,; (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer,Issuer or any Guarantor; (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,Note; or (viii) 8) make any change in this Section 8.02the amendment provisions or in the waiver provisions which require each holder’s consent. In addition, or without the consent of the holders of at least 662⁄3% in aggregate principal amount of the Notes then outstanding (ixincluding, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), no amendment, supplement or waiver may (1) release have the effect of releasing all or substantially all of the Collateral from the Lien Liens of the Security Documents (except as permitted by the terms of this Indenture and Indenture, the Security Documents or the Intercreditor Agreements) or changing or altering the priority of the security interests of the holders of the Notes in the Collateral under the ABL Intercreditor Agreement or the Pari Passu Intercreditor Agreement, (2) make any change in the Security Documents, except as otherwise provided the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents. It shall not be necessary for Documents or the Intercreditor Agreements; provided that (x) if any such amendment, supplement or waiver will only affect one series of notes (or less than all series of notes) then outstanding under this Indenture, then only the consent of the Holders holders of at least 662⁄3% in aggregate principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required. The consent of the noteholders is not necessary under this Section 8.02 Indenture to approve the particular form of any proposed amendment, but it shall be . It is sufficient if such consent approves the substance thereof.of the proposed amendment. In addition, the holders will be deemed to have consented for purposes of this Indenture, the Security Documents and the Intercreditor Agreements (and, if applicable, the junior lien intercreditor agreement) to any of the following amendments and other modifications to this Indenture, the Security Documents or the Intercreditor Agreements (or, if applicable, the junior lien intercreditor agreement) and the entry into a junior lien intercreditor agreement: (1) (a) to add other parties (or any authorized agent thereof or trustee therefor) holding Parity Lien Indebtedness that is incurred in compliance with the ABL Credit Agreement, the Term Loan Credit Agreement, this Indenture, the Security Documents and the Intercreditor Agreements and (b) After an amendment to establish that the Liens on any Collateral securing such Parity Lien Indebtedness shall be pari passu under the Pari Passu Intercreditor Agreement with the Liens on such Collateral securing the Obligations under this Section 8.02 becomes effectiveIndenture, the Issuer Notes and the Guarantees, all on the terms provided for in the Pari Passu Intercreditor Agreement in effect immediately prior to such amendment or other modification; (2) to establish that the Liens on any Collateral securing any Indebtedness replacing the Term Loan Credit Agreement permitted to be incurred under this Indenture shall mail be pari passu to the Holders Liens on such Collateral securing any Obligations under this Indenture, the Notes and the Guarantees, all on the terms provided for in the Pari Passu Intercreditor Agreement in effect immediately prior to such amendment or other modification; (3) to establish that the Liens on any Current Asset Collateral securing any Indebtedness replacing the ABL Credit Agreement permitted to be incurred under this Indenture shall be senior to the Liens on such Current Asset Collateral securing any Obligations under this Indenture, the Notes and the Guarantees, and that the Liens on any Fixed Asset Collateral securing any such Indebtedness shall be junior to the Liens on such Fixed Asset Collateral securing any Obligations under this Indenture, the Notes and the Guarantees, all on the terms provided for in the ABL Intercreditor Agreement in effect immediately prior to such amendment and other modification; (4) upon any cancellation or termination of the ABL Credit Agreement without a notice briefly describing replacement thereof, to establish that the Current Asset Collateral (in addition to the Fixed Asset Collateral) shall secure the Obligations under this Indenture, the Notes and the Guarantees on a first-priority basis, subject to the terms of the Pari Passu Intercreditor Agreement in effect immediately prior to such amendment. The failure amendment or other modification; and (5) to give secure additional extensions of credit and add additional secured creditors holding Indebtedness secured on a contractually junior basis on the Collateral to the Notes so long as such notice Indebtedness is not prohibited by the provisions of this Indenture and to all Holders, enter into or amend the junior lien intercreditor agreement substantially in the form attached to this Indenture as Exhibit D or any defect thereinother junior lien intercreditor agreement substantially similar thereto and reasonably satisfactory to the Term Loan Collateral Agent. No Opinion of Counsel will be required for the Trustee or Collateral Agent to execute any amendment or supplement entered into in connection with adding or releasing a Guarantor or adding or releasing Collateral; provided, that the Trustee shall not be entitled to conclusively rely on an Officer’s Certificate in executing such amendment or supplement or delivering such release. For the avoidance of doubt, no amendment, waiver, modification or deletion of the provisions described under any of the covenants described under Article IV shall be deemed to impair or affect any rights of holders of the validity Notes to institute suit for the enforcement of an amendment under this Section 8.02any payment on or with respect to, or to receive payment of principal of, or premium, if any, or interest on, the Notes.

With Consent of the Holders. (a) The Issuer Issuer, the Guarantors (as applicable) and the Indenture Trustee may amend this Indenture, the Notes and Securities, any Security Document or the Security Documents Intercreditor Agreement with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesSecurities, (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (viii) modify any Guarantees in any manner adverse to the Holders, (ix) expressly subordinate the Securities or any Guarantee in right of payment to any other Indebtedness of the Issuer or any Guarantor, or (x) make any change in the provisions in the Intercreditor Agreement or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Securities. Subject to Section 8.0211.04, or (ix) without the consent of the holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this the Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsSecurities. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders of Securities affected thereby a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Guarantees thereof, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees thereof may be waived, with the written consent of the Required HoldersCompany and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment,; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of or change the Stated Maturity Date of any Note,; (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III; (v5) make any Note payable in money other than that stated in such Note,; (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer, (vii) impair the right of Company or any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, Guarantor; or (ix7) release all change the list of provisions set forth in these clauses (1)-(7) requiring the approval of each holder of an outstanding Note affected by an amendment or substantially all waiver described therein such that the approval of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentseach such holder is no longer required. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company, the Collateral Agent and the Indenture Trustee may amend this Indenture, the Notes and Notes, the Intercreditor Agreement or the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). HoweverNotwithstanding the foregoing, without the consent of each Holder of an outstanding Note affected, an no amendment may notmay: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium amount payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes or any Note Guarantees to any other Indebtedness of the IssuerCompany or any Note Guarantor, (vii) impair the right of any Holder to receive payment of principal of or premium, if anyof, and interest on on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, or (ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders. In addition, subject to the terms of the Intercreditor Agreement, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver may (i) release all or substantially all of the Collateral from the Lien of this Indenture and the Security DocumentsDocuments with respect to the Notes, except as otherwise provided subject to the terms of the Intercreditor Agreement or (ii) make any change in the provisions in the Intercreditor Agreement or this Indenture or any material change in the provisions in the Security Documents, in each case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to such Collateral that would adversely affect the Holders of the Notes. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail deliver to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which when any Note may be redeemed in accordance with Article 33 of this Indenture or Paragraph 5 of Appendix A of this Indenture, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viiivii) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions, (viii) amend or modify any of the subordination provisions of this Section 8.02Indenture or the related definitions in any manner adverse to the Holders of the Notes or any Guarantee thereof, or (ix) release all or substantially all of modify the Collateral from Guarantees in any manner adverse to the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. No modification, amendment or waiver may be made to or of any of the subordination provisions of this Indenture or the related definitions that affects the subordination or ranking of the Notes or any Guarantee that adversely affects the rights of any holder of Designated Senior Debt then outstanding unless the holders of such Designated Senior Debt (or any group or Representative thereof authorized to give consent) consent to such modification, amendment or waiver. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail or electronically transmit (or cause to be mailed or electronically transmitted) to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Notwithstanding Section 9.01 hereof, the Issuer, the Guarantors and the Indenture Trustee may amend or supplement this Indenture, the Notes and Securities or the Security Documents Guarantees with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities), in each case other than Securities beneficially owned by the Issuer or its Affiliates (unless such Affiliates are the only beneficial owners of the Securities) and, subject to Sections 6.04 and 6.07 hereof, any past or existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities or the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Securities (including Additional Securities, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, the Securities). Section 2.09 and Section 12.05 hereof shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, without the consent of each Holder of an outstanding Note Security (including, for the avoidance of doubt, any Securities held by Affiliates) affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder: (i) reduce the principal amount of Notes such Securities whose Holders must consent to an amendment,, supplement or waiver; (ii) reduce the principal of or change the fixed final maturity of any such Security or alter or waive the provisions with respect to the redemption of such Securities (other than provisions relating to Sections 4.06 and 4.09 hereof); provided that any amendment to notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding; (iii) reduce the rate of or extend change the time for payment of interest on any Note, (iii) reduce the principal of or change the Maturity Date of any Note,Security; (iv) reduce waive a Default in the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and or interest on the Securities, except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such Holder’s Notes acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (v) make any Security payable in money other than that stated in such Security; (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on or after the due dates therefor or Securities; (vii) make any change to this Section 9.02; (viii) impair the contractual right of any Holder under this Indenture to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,Securities; (viiiix) make any change to or modify the ranking of the Securities that would materially adversely affect the Holders; (x) except as expressly permitted by this Indenture, modify the Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders; or (xi) make any change in the provisions in the Intercreditor Agreements or this Section 8.02Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Securities. Additionally, or (ix) without the consent of Holders of at least 66 2/3% in principal amount of the Securities then outstanding, no such amendment, waiver or modification will release all or substantially all of the Collateral from the Lien of this Indenture Liens securing the Securities and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsGuarantees. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail promptly send to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02. Additionally, if the Issuer enters into a new ABL Credit Agreement, the Collateral Agent shall, upon request of the Issuer, enter into a new ABL Intercreditor Agreement without the consent of any Holder. If the Issuer enters into any Junior Lien Obligations, the Collateral Agent, shall, upon request of the Issuer, enter into a customary intercreditor agreement without the consent of any Holder.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Indenture with the written consent of the Required Holdersholders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Note Guarantee to any other Indebtedness of the IssuerIssuer or any Note Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii) 8) make any change in this Section 8.02the amendment provisions which require each holder’s consent or in the waiver provisions, or (ix9) except as expressly provided by this Indenture, modify or release all or substantially all the Note Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Issuer in the execution of such supplemental indenture. After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers, the Guarantors (as applicable) and the Indenture Trustee may amend this Indenture, the Notes and the Securities or any Security Documents Document with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesSecurities, (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (viii) modify any Note Guaranties in any manner adverse to the Holders, (ix) expressly subordinate the Securities or any Note Guaranty in right of payment to any other Indebtedness of the Issuers or any Guarantor, or (x) make any change in the provisions in the Security Documents or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Securities. Subject to Section 8.0211.04, or (ix) without the consent of the holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this the Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, the Security Documents, the Intercreditor Agreement or the Notes and the Security Documents with the written consent of the Required Holdersholders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Note Guarantee in right of payment to any other Indebtedness of the IssuerIssuers or any Subsidiary Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions, or (9) make any change in the provisions in the Intercreditor Agreement or this Section 8.02Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Notes. Except as expressly provided by this Indenture, or (ix) without the consent of holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment may modify or release the Note Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, except as expressly provided by this Indenture, without the consent of the holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Subsidiary Guarantees with the written consent of the Required HoldersIssuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the IssuerIssuer or any Subsidiary Guarantor, (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,, or (viii) 8) make any change in this Section 8.02, or (ix) release all the amendment provisions which require each holder’s consent or substantially all of in the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentswaiver provisions. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which when any Note may be redeemed in accordance with Article 33 of this Indenture or Paragraph 5 of Appendix A of this Indenture, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viiivii) make any change in this Section 8.02the amendment provisions which require each Holder’s consent or in the waiver provisions, (viii) expressly subordinate the Notes or any Guarantee thereof to any other Indebtedness of the Issuer or any Guarantor, or (ix) release all or substantially all of modify the Collateral from Guarantees in any manner adverse to the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail or electronically transmit (or cause to be mailed or electronically transmitted) to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company, the Trustee (and/or the Collateral Agent, as applicable) and the Indenture Trustee other parties thereto, as applicable, may amend amend, supplement or otherwise modify this Indenture, the Notes Security Documents, the Intercreditor Agreement, and Guarantee and the Security Documents Notes with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for such Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for such Notes). However, notwithstanding anything to the contrary in this Indenture, without the consent of each Holder of an outstanding Note affected, an amendment or waiver may not: (i) reduce the amount of Notes whose Holders must consent to an amendment,; (ii) reduce the rate of or extend the time for payment of interest on any Note,; (iii) reduce the principal of or change the Stated Maturity Date of any Note,; (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,; (v) make any Note payable in money other than that stated in such Note,; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,; (viiivii) make any change in Section 6.04 or 6.07 or the third sentence of this Section 8.02, or9.02(a); (viii) expressly subordinate the Notes or any Guarantee or otherwise modify the ranking thereof to any other Indebtedness of the Company or any Guarantor; (ix) modify the Guarantees in any manner adverse to the Holders; (x) make any change in the provisions of the Intecreditor Agreement or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Notes. No amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security DocumentsDocuments with respect to the Notes, except as otherwise provided other than in accordance with the terms of this Indenture and the Intercreditor Agreement, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . A consent to any amendment or waiver under this Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes shall not be rendered invalid by such tender. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver permitted under the terms of this Section 9.02, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 9.06, the Trustee and Collateral Agent, if applicable, shall join with the Company in the execution of such supplemental indenture or supplement or amendment to the Security Documents and Intercreditor Agreement. After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail give to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes Indenture and the Security Documents Securities with respect to the Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes Securities or any Guarantee to any other Indebtedness of the Issuer,Issuer or any Guarantor, 92 US\DESMOLI\8895151.9 (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesXxxxxities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in expressly permitted by this Indenture Indenture, modify the Guarantee of any Significant Subsidiary, or the Security DocumentsGuarantee of one or more Restricted Subsidiaries that collectively would, at the time of such amendment, represent a Significant Subsidiary in any manner adverse to the Holders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall is required to deliver electronically or mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes Securities and the Security Documents with respect to the Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes Securities or any Guarantees to any other Indebtedness of the IssuerIssuer or any Note Guarantor, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such HolderHxxxxx’s NotesSecurities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, (ix) modify any Guarantees in any manner adverse to the Holders, or (ixx) make any change in the provisions in the Intercreditor Agreements or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders. Subject to Section 11.04, without the consent of the holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsSecurities. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall promptly mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, the Notes Notes, the Holdings Guarantee and the Security Documents Subsidiary Guarantees with the written consent of the Required HoldersIssuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder holder of an outstanding Note affected, an amendment or waiver may not: (i1) reduce the principal amount of Notes whose Holders holders must consent to an amendmentamendment or waiver, (ii2) reduce the stated rate of or extend the stated time for payment of interest on any NoteNote (other than the provisions of Section 4.06 and Section 4.08), (iii3) reduce the principal of or change the Stated Maturity Date of any NoteNote (other than provisions of Section 4.06 and Section 4.08), (iv4) reduce the premium payable upon the redemption of any Note or change the time at dates on which any Note may be redeemed in accordance with such premium is payable upon redemption pursuant to Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the IssuerHoldings, any Issuer or any Subsidiary Guarantor, (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii) make any change in this Section 8.02Note, or (ix) release all or substantially all of the Collateral from the Lien of 8) make any change to this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsSection 9.02. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate make any change in Article 10 or Article 12 that adversely affects the Notes to rights of any other Indebtedness of the IssuerHolder under Article 10 or Article 12, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesSecurities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided expressly permitted under this Indenture, modify any Guarantees in this Indenture or any manner adverse to the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (bor any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail deliver to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers, the Guarantors and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate make any change in Article 10 or Article 12 that adversely affects the Notes to rights of any other Indebtedness of the IssuerHolder under Article 10 or Article 12, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesSecurities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise expressly provided by this Indenture, modify any Guarantees in this Indenture or any manner adverse to the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or deliver electronically if held by the Depository, to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes Notes, and the Security Documents Guarantees with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor therefore or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes. (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (viii) make expressly subordinate the Notes or any change Guarantee in this Section 8.02, contractual right of payment to any other Indebtedness of the Issuer or any Guarantor; or (ix) release all or substantially all of modify the Collateral from Guarantees in any manner materially adverse to the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail deliver to the Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Guarantees, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees may be waived, with the written consent of the Required HoldersIssuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment,; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of or change the Stated Maturity Date of any Note,; (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III (other than provisions relating to notice periods); (v5) make any Note payable in money other than that stated in such Note,; (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer,Issuer or any Guarantor; (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,; or (viii) 8) make any change in this Section 8.02, or (ix) release all the amendment provisions which require each holder’s consent or substantially all of in the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentswaiver provisions. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

With Consent of the Holders. (a) The Issuer Company, the Trustee and the Indenture Trustee Notes Collateral Agent, as applicable, may amend this Indenture, the Notes and Notes, the Guarantees thereof, the Security Documents Documents, the ABL Intercreditor Agreement and/or any Pari Passu Intercreditor Agreement, and any past Default or compliance with any provisions of this Indenture with respect to the Notes or the Guarantees thereof may be waived, with the written consent of the Required HoldersCompany and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment or waiver may not:(with respect to any Notes held by a non-consenting holder): (i) reduce the principal amount of Notes whose Holders holders must consent to an amendment,; (ii) reduce the rate of or extend the time for payment of interest interest, on any Note,; (iii) reduce the principal of or change the Stated Maturity Date of any Note,; (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III; (v) make any Note payable in money other than that stated in such Note,; (vi) expressly subordinate the Notes or any Guarantee of the Notes to any other Indebtedness of the Issuer,Company or any Guarantor; or (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all the amendment provisions as to the Notes which require the consent of each holder of Notes or substantially all of in the Collateral from waiver provisions applicable to the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsNotes. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendmentamendment (with a copy to the Trustee). The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend or supplement this Indenture, the Notes and the Security Documents Indenture with the written consent of the Required Holdersholders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each Holder holder of an outstanding Note affected, an amendment may not: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment,; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of or change the Stated Maturity Date of any Note,; (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III; (v5) make any Note payable in money other than that stated in such Note,; (vi6) expressly subordinate the Notes in right of payment to any other Indebtedness of the Issuer,Company or any Subsidiary Guarantor; (vii7) impair the contractual right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or holder to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,Notes on or after the due dates therefor; or (viii) 8) make any change in this Section 8.02, or (ix) release all the amendment provisions which require each holder’s consent or substantially all of in the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentswaiver provisions. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which when any Note may be redeemed in accordance with Article 33 of this Indenture or Paragraph 5 of Appendix A of this Indenture, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viiivii) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions, (viii) amend or modify any of the subordination provisions of this Section 8.02Indenture or the related definitions in any manner adverse to the Holders of the Notes or any Guarantee thereof, or (ix) release all or substantially all of modify the Collateral from Guarantees in any manner adverse to the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Guarantees, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees may be waived, with the written consent of the Required HoldersIssuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment,; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of or change the Stated Maturity Date of any Note,; (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III (other than provisions relating to notice periods); (v5) make any Note payable in money other than that stated in such Note,; (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer,Issuer or any Guarantor; (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,; or (viii) 8) make any change in this Section 8.02, or (ix) release all the amendment provisions which require each holder’s consent or substantially all of in the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentswaiver provisions. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes Securities and the Security Documents with respect to each series of Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities of such series then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such Note,Security, NY1:1657728.6 S- (vi) expressly subordinate the Notes Securities or any Guarantees to any other Indebtedness of the IssuerIssuer or any Guarantor, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesHolxxx’x Securities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, (ix) modify any Guarantees in any manner adverse to the Holders, or (ixx) make any change in the provisions in the Intercreditor Agreement or the Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Securities. Subject to Section 11.04, without the consent of the holders of at least two-thirds in aggregate principal amount of the Securities of such series then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this the Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsSecurities of such series. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall promptly mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Except as otherwise provided in Section 9.01 or this Section 9.02, the Issuer, the Trustee, and the Indenture Trustee Collateral Agent may amend this Indenture, the Notes and Securities, the Guarantees or the Security Documents Documents, with the written consent of the Required HoldersHolders of at least a majority in aggregate principal amount of the Securities then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Securities) and any existing or past default or compliance with any provisions of such documents may be waived with the consent of the Holders of a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with the purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Holder of an outstanding Note Security affected, an no amendment may not:(with respect to any Securities held by a non-consenting Holder): (ia) reduce the percentage of the aggregate principal amount of Notes Securities whose Holders must consent to an amendment,, supplement or waiver; (iib) reduce the rate of or extend the time for payment of interest interest, if any, on any Note,Security; (iiic) reduce the principal of or change the Stated Maturity Date of any Note,Security; provided that an extension, limited to a maximum of six months, to the Escrow End Date then applicable to the Securities shall not constitute a change to the Stated Maturity of any Security, which extension shall require only the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding, if the Issuer determines, in its reasonable judgment, that the ProQuest Acquisition will not be consummated on or prior to the then-applicable Escrow End Date, but will be consummated on or prior to such extended Escrow End Date; (ivd) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed at the option of the Issuer in accordance with Article 3,; (ve) make any Note Security payable in money other than that stated in such Note,Security; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (viif) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,Securities; (viiig) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.02, 9.02; (h) expressly subordinate the Securities or any Guarantee related thereto or otherwise modify the ranking thereof to any other Indebtedness of the Issuer or any Guarantor; or (ixi) release all or substantially all of modify the Collateral from Guarantees in any manner adverse to the Lien of this Indenture Holders other than as contemplated in Sections 11.02(b) and the Security Documents, except as otherwise provided in this Indenture or the Security Documents(c) hereof. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, waiver or consent, but it shall be sufficient if such consent approves the substance thereof. (b) After . For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under Article 4 or Section 5.01, shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Securities. Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee, subject to its rights in Section 9.06, shall join with the Issuer in the execution of such supplemental indenture. In the event that Holders of at least a majority in aggregate principal amount of the Securities then outstanding consent to an amendment under this extension, limited to a maximum of six months, to the then-applicable Escrow End Date as contemplated by the proviso in Section 8.02 becomes effective9.02(c), the Issuer and the Trustee may amend the Escrow Agreement in a consistent manner to reflect such extension of the Escrow End Date, and such amendment shall mail be permitted by the terms of this Indenture, the Securities and the Escrow Agreement, provided the Issuer delivers an Officer’s Certificate and an Opinion of Counsel (which may be subject to customary assumptions and exclusions) to the Holders a notice briefly describing Trustee and the Escrow Agent certifying that the Trustee and the Escrow Agent, as applicable, are authorized to enter into such amendment. The failure to give such notice to In addition, without the consent of the Holders of at least 66⅔% in principal amount of the Securities then outstanding, no amendment, supplement or waiver may modify any Security Document or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all Holders, or any defect therein, shall not impair substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture and the Security Documents) or affect change or alter the validity priority of an amendment under this Section 8.02the security interests in the Collateral.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents with With the written consent of the Required Holders. HoweverHolders of not less than at least a majority in principal amount of the Securities delivered to the Issuers and the Trustee, the Issuers, when authorized by a resolu-tion of the Board of Directors of the Company, and the Trustee may enter into an indenture or indentures supplemental hereto or amendments to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Securities or the Guar-antees or of modifying in any manner the rights of the Holders under this Indenture, the Securities or the Guarantees; provided, however, that no such supplemental indenture shall, without the consent of each Holder of an outstanding Note affected, an amendment may notaffected thereby: (i) change the Stated Maturity or reduce the principal amount of Notes whose Holders must consent to an amendment, (ii) reduce or the rate of interest, or extend the time for payment of interest on of the Securities or any Note, (iii) reduce the principal of or change the Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness re-demption of the Issuer, (vii) Securities, or impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect after the due date thereof (including, in the case of redemption, on or after the redemption date), or alter any redemption provisions in a manner adverse to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all or substantially all the Holders of the Collateral from Securities or release any Subsidiary Guarantor under any Subsidiary Guarantee (except in accordance with the Lien terms of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Subsidiary Guarantee); (ii) reduce the percentage in principal amount of the Securities where the consent of the Holder is required for any such amendment, supplemental indenture or waiver as provided for in this Indenture; or (iii) modify any of the waiver provisions of this Indenture, except to increase any re-quired percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security Documentswhich would be af-fected. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Guarantees, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees may be waived, with the written consent of the Required HoldersIssuers and the holders of a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affected, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment, (ii2) reduce the rate of or extend the time for payment of interest on any Note, (iii3) reduce the principal of or change the Stated Maturity Date of any Note, (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note payable in money other than that stated in such Note, (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of an Issuer or any Guarantor (other than as contemplated herein with respect to the IssuerCadence IP Licensee), (vii7) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii) 8) make any change in this Section 8.02the amendment provisions which require each holder’s consent or in the waiver provisions, or (ix9) release all amend or substantially all waive the Issuers’ obligation to redeem the Notes through the Special Mandatory Redemption in a fashion that would adversely affect the holders of the Collateral from the Lien of this Indenture and the Security DocumentsNotes. In addition, except for any release contemplated hereby, without the consent of the holders of at least 66 2/3% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release the Guarantee of one or more Guarantors that individually or in the aggregate had (i) assets, as otherwise provided of the last day of the fiscal quarter of the Designated Parent most recently ended, in this Indenture excess of 75% of the assets of the Issuers and all Guarantors, taken as a whole, as of such date or (ii) EBITDA for the Security Documentslast four fiscal quarter period of the Designated Parent most recently ended, in excess of 75% of the EBITDA of the Issuers and all Guarantors, taken as a whole, for such period. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities); provided, however, that if any amendment, waiver or other modification will only affect the Dollar Securities or the Euro Securities, only the consent of the Holders of at least a majority in principal amount of the then outstanding Dollar Securities or Euro Securities (and not the consent of the Holders of at least a majority of all Securities), as the case may be, shall be required. However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (vii) expressly subordinate the Notes Securities or any Senior Guarantee to any other Indebtedness of the Issuer, (vii) impair the right of Company or any Holder to receive payment of principal of or premiumGuarantor, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,or (viii) make modify the Senior Guarantees in any change in this Section 8.02, or (ix) release all or substantially all of manner adverse to the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, the Notes and Notes, any Security Document or the Security Documents Intercreditor Agreement with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (which consents may be obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding voting as a single class (which consents may be obtained in connection with a tender offer or exchange for the Notes); provided, however, that if any such amendment or waiver disproportionately affects either the Floating Rate Notes or the Fixed Rate Notes, such amendment or waiver shall also require the consent of the holders of a majority in principal amount of the Floating Rate Notes or Fixed Rate Notes, as applicable; provided further, however, that, if any such amendment or waiver affects only the Floating Rate Notes or Fixed Rate Notes, as applicable, the holders of the other series of Notes shall not be required to consent thereto (and in such case, only the consent of at least a majority in principal amount of the affected series of Notes shall be required to consent thereto). However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium amount payable upon the redemption of any Note or change the time at which when any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate make any change in Section 6.07 or the Notes to any other Indebtedness second sentence of the Issuerthis Section 9.02, (vii) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuers or any Guarantor, (ix) modify the Guarantees in any manner adverse to the Holders, (x) make any change in this Section 8.02Intercreditor Agreement or the provisions in the Indenture dealing with the application of Trust proceeds of the Collateral that would adversely affect the Noteholders, or (ixxi) make any change in the provisions described under Section 4.01(c) that adversely affects the rights of any Noteholder or amend the terms of such Notes or the Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder. Without the consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes), no amendment or waiver may release from the Lien of the Indenture and the Security Documents all or substantially all of the Collateral from Collateral; provided, however, that if any such amendment or waiver disproportionately adversely affects either the Lien Floating Rate Notes or Fixed Rate Notes, such amendment or waiver shall also require the consent of this Indenture and the Security Documents, except as otherwise provided Holders of at least two-thirds in this Indenture aggregate principal amount of such adversely affected series of Notes (which consents may be obtained in connection with a tender offer or exchange offer for the Security DocumentsNotes). It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company, the Guarantors and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents Guarantees, and any past Default or compliance with any provisions of this Indenture, the Notes or the Guarantees may be waived, with the written consent of the Required HoldersCompany and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. However, without the consent of each Holder holder of an outstanding Note affecteddirectly and adversely affected thereby, an no amendment may notor waiver may: (i1) reduce the amount of Notes whose Holders holders must consent to an amendment,; (ii2) reduce the rate of or extend the time for payment of interest on any Note,; (iii3) reduce the principal of of, premium or change the Stated Maturity Date of any Note,Note (which, for the avoidance of doubt, shall not prohibit amendments to or waivers from Section 4.06 or Section 4.08 at any time prior to the occurrence of the relevant Asset Sale or Change of Control); (iv4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,III (but excluding, for the avoidance of doubt, for purposes of all clauses herein, any change to advance notice provisions); (v5) make any Note payable in money other than that stated in such Note,; (vi6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer,Company or any Guarantor; (vii7) impair the contractual right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes,; (viii) 8) make any change in this Section 8.02, the amendment provisions which require each holder’s consent or in the waiver provisions; or (ix9) release all or substantially all of a Guarantor from its Guarantee if such release is neither otherwise permitted nor otherwise required under the Collateral from the Lien terms of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsIndenture. It shall not be necessary for the consent of the Holders holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail mail, or otherwise deliver in accordance with the procedures of the Depository, to the Holders holders a notice briefly describing such amendment. The failure to give such notice to all Holdersholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, the Notes and Securities, the Intercreditor Agreement or the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes Securities or any Guarantees to any other Indebtedness of the IssuerCompany or any Guarantor, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesSecurities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, (ix) except as otherwise expressly permitted under this Indenture, modify any Guarantees in any manner adverse to the Holders, or (ixx) make any change in the provisions in the Intercreditor Agreement or this Indenture or, except as provided in the Intercreditor Agreement, any material change in the provisions in the Security Documents, in each case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to such Collateral that would adversely affect the Holders of the Securities. In addition, subject to the terms of the Intercreditor Agreement, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsSecurities. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail deliver to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes Notes, any Security Document, the First Lien Intercreditor Agreement and the Security Documents Junior Priority Intercreditor Agreements with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes). HoweverNotwithstanding the foregoing, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium amount payable upon the redemption of any Note or change the time at which when any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate make any change in Section 6.07 or the Notes to any other Indebtedness second sentence of the Issuerthis Section 9.02, (vii) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor, (ix) except as expressly permitted by this Indenture, modify the Guarantees in any manner adverse to the Holders, or (x) make any change in the First Lien Intercreditor Agreement, the Junior Priority Intercreditor Agreements or the provisions in this Section 8.02, or (ix) release all or substantially all Indenture dealing with the application of Trust proceeds of the Collateral that would adversely affect the Noteholders. Without the consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes), no amendment or waiver may release from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture Documents all or substantially all of the Security DocumentsCollateral. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Notwithstanding Section 9.01 of this Indenture and subject to Section 9.06, the Issuers, the Guarantors, the Trustee and the Indenture Collateral Trustee may amend or supplement this Indenture, the Notes and Notes, the Guarantees or the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07, any past or existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Notes or the Guarantees may be waived with the consent of the Holders of a majority of the then outstanding aggregate principal amount of Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, any applicable series of Notes). Section 2.09 and Section 13.04 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. However, without the consent of each Holder of an outstanding Note series of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder: (i) reduce the principal amount of such Notes whose Holders must consent to an amendment,, supplement or waiver; (ii) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Sections 4.06 and 4.08); (iii) reduce the rate of or extend change the time for payment of interest on any Note, (iii) reduce the principal of or change the Maturity Date of any Note,; (iv) reduce waive a Default in the premium payable upon payment of principal of or premium, if any, or interest on the redemption Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note Guarantee which cannot be amended or change modified without the time at which any Note may be redeemed in accordance with Article 3,consent of all affected Holders; (v) make any Note payable in money other than that stated in such Note,; (vi) expressly subordinate make any change in the Notes provisions of this Indenture relating to any other Indebtedness waivers of past Defaults or the Issuer,rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (vii) make any change to this Section 9.02; (viii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,; (viiiix) make any change in this Section 8.02, to or modify the ranking of Notes that would materially adversely affect the Holders; or (ixx) except as expressly permitted by this Indenture, modify the Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, in any manner adverse to the Holders. In addition, without the consent of the Holders of Notes of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may release all or substantially all of the Collateral from the Lien of other than in accordance with this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes Securities and the Security Documents with respect to the Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (iii) reduce the principal of or change the Stated Maturity Date of any NoteSecurity, (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3, (v) make any Note Security payable in money other than that stated in such NoteSecurity, (vi) expressly subordinate the Notes Securities or any Guarantee to any other Indebtedness of the IssuerIssuer or any Guarantor, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such HolderXxxxxx’s NotesSecurities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, (ix) except as expressly permitted by this Indenture, modify or release any Guarantee in any manner adverse to the Holders, or (ixx) make any change in the provisions in the Intercreditor Agreement or this Indenture dealing with the application of gross proceeds of Collateral that would adversely affect the Holders. Subject to Section 11.04, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or Documents with respect to the Security DocumentsSecurities. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall promptly mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Issuers and the Indenture Trustee may amend this Indenture, the Notes and Notes, any Security Document or the Security Documents Intercreditor Agreement with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes). HoweverNotwithstanding the foregoing, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium amount payable upon the redemption of any Note or change the time at which when any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate make any change in Section 6.07 or the Notes to any other Indebtedness second sentence of the Issuerthis Section 9.02, (vii) impair the right of any Holder holder to receive payment of principal of or of, premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes, (viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuers or any Guarantor, (ix) except as expressly permitted by this Indenture, modify the Guarantees in any manner adverse to the Holders, (x) make any change in this Section 8.02the Intercreditor Agreement or the provisions in the Indenture dealing with the application of Trust proceeds of the Collateral that would adversely affect the Noteholders, or (ixxi) release all make any change in the provisions described under Section 4.01(c) that adversely affects the rights of any Noteholder or substantially all amend the terms of such Notes or this Indenture in a way that would result in the loss of an exemption from any of the Collateral Taxes described thereunder. Without the consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes), no amendment or waiver may release from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture Documents all or substantially all of the Security DocumentsCollateral. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company, the Collateral Agent and the Indenture Trustee may amend this Indenture, the Notes and Notes, the Intercreditor Agreements or the Security Documents with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). HoweverNotwithstanding the foregoing, without the consent of each Holder of an outstanding Note affected, an no amendment may notmay: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity Date of any Note, (iv) reduce the premium amount payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes or any Note Guarantees to any other Indebtedness of the IssuerCompany or any Note Guarantor, (vii) impair the right of any Holder to receive payment of principal of or premium, if anyof, and interest on on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.029.02, or (ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders. In addition, subject to the terms of the Intercreditor Agreements, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver may (i) release all or substantially all of the Collateral from the Lien of this Indenture and the Security DocumentsDocuments with respect to the Notes, except as otherwise provided subject to the terms of the Intercreditor Agreements or (ii) make any change in the provisions in the Intercreditor Agreements or this Indenture or any material change in the provisions in the Security Documents, in each case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to such Collateral that would adversely affect the Holders of the Notes. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail deliver to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.

With Consent of the Holders. (a) The Issuer Company and the Indenture Trustee may amend this Indenture, Indenture or the Notes and the Security Documents Securities with the written consent of the Required HoldersHolders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Note Security affected, an amendment may not: (i) reduce the amount of Notes Securities whose Holders must consent to an amendment,; (ii) reduce the rate of or extend the time for payment of interest on any Note,Security; (iii) reduce the principal of or change the Stated Maturity Date of any Note,Security; (iv) reduce the premium payable upon the redemption of any Note Security or change the time at which any Note Security may be redeemed in accordance with Article 3,; (v) make any Note Security payable in money other than that stated in such Note,Security; (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or of, premium, if any, and interest on such Holder’s Notes Securities on or after the date due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,Securities; (viiivii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 8.02, 9.02(a); (viii) expressly subordinate the Securities or any Guarantee or otherwise modify the ranking thereof to any other Indebtedness of the Company or any Guarantor; or (ix) release all or substantially all of modify the Collateral from Guarantees in any manner adverse to the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security DocumentsHolders. It shall not be necessary for the consent of the Holders under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) . Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company in the execution of such supplemental indenture. After an amendment under this Section 8.02 9.02 becomes effective, the Issuer Company shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.029.02.