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 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 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: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 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, 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 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 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 HolderH▇▇▇▇▇’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 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 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 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 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 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 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, 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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, 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 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 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 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 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, 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 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 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 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 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 or supplement this Indenture, the Notes and Notes, the Guarantees, the Security Documents or any Acceptable Intercreditor Agreement, with the written consent of the Required HoldersHolders of at least a majority in aggregate principal amount of the Notes 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 Notes) and any existing or past Default or Event of 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 Notes then outstanding (including, without limitation, consents obtained in connection with the purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note affecteddirectly and adversely affected thereby, an no amendment may not:(with respect to any Notes held by a non-consenting Holder): (ia) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment,, supplement or waiver; (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,paragraph 5 of such Note; (ve) make any Note payable in money other than that stated in such Note,; (vif) expressly subordinate make any change in the provisions of this Indenture relating to the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes (which, for the avoidance of doubt, shall not prohibit amendments to or waiver from Section 4.08 or Section 4.06 at any time prior to or after the occurrence of the relevant Change of Control or Asset Sale); (g) make any change in the amendment or waiver provisions that require the Holders’ consent pursuant to Section 6.04 or the second sentence of this Section 9.02; (h) modify the ranking of 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 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 (ixi) release all or substantially all modify the Guarantees of a Significant Subsidiary in any manner adverse to the Collateral from 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, 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 to, or deletion of any of the covenants described under this Article 4 or Section 8.02 becomes effective5.01, 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 Notes. 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. Notwithstanding the foregoing, the Issuer and any Holder, acting in its individual capacity, may agree to any amendment, waiver or other modification of this Indenture, the Notes held by such Holder, the Guarantees and/or the Security Documents, in each case, that is directly adverse to such Holder (including, without limitation, (i) any waiver of, or extension of the time of payment relating to, any payment of interest, principal or other Obligations in respect of the Notes held by such Holder and (ii) any extension of the maturity date of any Note held by such Holder), without the consent of any other Holder, the Trustee or any other Person (and, for the avoidance of doubt, such amendment, waiver or other modification shall mail to be binding only on such Holder and its transferees and shall not require the consent of the Holders of a notice briefly describing such majority in aggregate principal amount of the Notes then outstanding). In addition, without the consent of the Holders of at least 66⅔% in principal amount of the Notes then outstanding, no amendment. The failure to give such notice to , supplement or waiver may (i) 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 created by Security Documents (except as permitted by the terms of this Indenture and the Security Documents) or affect (ii) change or alter the validity priority of an amendment under this Section 8.02the security interests in the Collateral created by the Security Documents.

With Consent of the Holders. The Company, the Trustee (aand/or the Collateral Agent, as applicable) The Issuer 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 second sentence of this Section 8.02, or9.02; (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 Issuer, the Guarantors, the Collateral Agent and the Indenture Trustee may amend or supplement this Indenture, the Notes Guarantees, the Securities and the Security Documents Documents, and may waive any provision thereof, with the written consent of the Required Holders. 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 stated time for payment of interest on any Note,Security; (iii) reduce the principal of or change the 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 3,3 and the Securities; (v) reduce the Change in Control Repurchase Price of any Security or amend or modify in any manner adverse to the Holders the Issuer’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (vi) make any Note Security payable in money a currency, or at a place of payment, other than that stated in such Note,the Security; (vivii) expressly subordinate the Notes Securities or any Guarantees to any other Indebtedness indebtedness of the Issuer,Issuer or any Guarantor; (viiviii) impair the right of any Holder to receive payment of principal of or premiumprincipal, if any, premium 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; (viiiix) make any change to the amendment provisions or in the waiver provisions of this Indenture; (x) modify any Guarantee in any manner adverse to the Holders or, other than in accordance with the provisions of this Indenture, eliminate any existing Guarantee of the Securities; or (xi) make any change in the provisions of this Section 8.02Indenture dealing with the application of proceeds of Notes Collateral that would adversely affect the 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 (ix) no amendment 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 the Security Documents. It shall not be necessary for the The consent of the Holders of Securities is not necessary under this Section 8.02 9.02 to approve the particular form of any proposed amendment, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. (b) After an amendment under this Section 8.02 9.02 becomes effective, the Issuer shall mail provide 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 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 modify the Collateral from Senior Subordinated 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. . 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 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 at least a majority in aggregate 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 or waive the time for payment of interest on any Note, or extend or waive the grace period with respect to the failure to pay 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 redemption, acceleration, or repurchase of any Note or change the time at which any Note may be redeemed in accordance with Article 3III, (v5) make any Note (including principal, interest and any premium payable thereunder) payable in money other than that stated in such Note, (vi6) expressly (A) subordinate in right of payment the First Priority Notes Obligations to any other Indebtedness of Issuer, the US Co-Issuer or any Guarantor (including, without limitation, any indebtedness Incurred under this Indenture) (including through permitting the Incurrence of any new First-Out Term Loans or Indebtedness that has the same lien and payment priority relative to the Notes as the First-Out Term Loans in each case other than any Increased Amount in respect thereof or as permitted pursuant to this Indenture as in effect immediately prior to giving effect to such waiver, amendment or modification) or (B) subordinate the Liens securing the Notes or any Guarantee to any other Liens securing Indebtedness of any Notes Party (including, without limitation, Liens Incurred under the Note Documents) except (a) Permitted Liens described in clauses (a) (to the extent such Lien secures Permitted Refinancing Indebtedness (or, in the case of obligations that are not Indebtedness, any refinancing) in respect of Indebtedness or obligations existing on the Issue Date, which Indebtedness or obligations were secured by Liens senior in priority to the Liens securing the First Priority Notes Obligations), (c) (including Liens securing Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to Section 4.03(b)(viii) which Indebtedness was secured by Liens senior in priority to the Liens securing the First Priority Notes Obligations), (i), (j), (v) or (z) of the definition of “Permitted Lien”, or (c) in accordance with a financing to one or more of the Issuer,, the US Co-Issuer or any Guarantor pursuant to Section 364 of the Bankruptcy Code or any similar bankruptcy or insolvency law (so long as each holder of the Notes affected thereby shall have been provided with a bona fide opportunity to provide such other indebtedness on the same terms and conditions, including receipt of fees and other similar benefits on a pro rata basis based on outstanding principal amount of the Notes), subject to the terms of the Issue Date Intercreditor Agreement (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) except in accordance with paragraph (1) below, make any change in this the provisions of the Note Documents dealing with the application of proceeds of First Lien Collateral or the payment waterfall (including Section 8.022.01(a) of the Issue Date Intercreditor Agreement) that would, in either case, adversely affect the holders of the Notes in any respect or amend the provisions of the Note Documents in a manner that would by its terms alter the pro rata sharing of payments required thereby, or (ix9) release all amend or substantially all modify the provisions of Section 3.01, Section 3.04, Section 3.05, Section 3.09 or Section 3.10, solely with respect to the pro rata nature of any redemption, repurchase, offer, payment, application or sharing of payments described therein. Notwithstanding the foregoing, no amendment, supplement, modification or waiver may: (1) subject to the Noteholder Participation Rights, without the consent of the Collateral from Issuers and the Lien holders of at least 66 2/3% in principal amount of the Notes then outstanding, make any change to this Indenture and the Security other Note Documents (A) to permit the issuance of notes under this Indenture other than the Initial Notes or permit the Incurrence of any Indebtedness secured by any Liens on the First Lien Collateral ranking pari passu with the Liens securing the First Priority Note Obligations and (B) include appropriately the holders of such notes in the relevant provisions of this Indenture; provided, that any such notes shall be disregarded for purposes of determining compliance with any specified voting threshold if incurred substantially concurrently with any such determination or for the purpose of achieving a specified voting threshold; or (2) except in accordance with Section 9.01 or paragraph (1) immediately above, without the consent of each holder of an outstanding Note, amend this Article IX 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; or In addition, no amendment, supplement or waiver may: (1) amend, modify, or waive the provisions of Section 12.02 or any other provision of this Indenture providing for the release of the Guarantees with respect to the Notes; (2) amend or modify the definition of “Unrestricted Subsidiary”; (3) amend or modify any other provision of this Indenture to permit the creation or existence of Unrestricted Subsidiaries, or any Restricted Subsidiary that would be “unrestricted” or otherwise excluded from the requirements, taken as a whole, applicable to Restricted Subsidiaries pursuant to the Note Documents, except not permitted by the terms of this Indenture without giving effect thereto; (4) amend or modify any provision of this Indenture to permit additional Investments (including Guarantees of Indebtedness of) in, Restricted Payments or Dispositions to any Unrestricted Subsidiary not permitted by the terms of this Indenture without giving effect thereto; and (5) permit any transfer of Material Intellectual Property by any Notes Party to any Restricted Subsidiary (other than a Notes Party) or any Unrestricted Subsidiary not permitted by the terms of this Indenture without giving effect thereto, in each case, without the consent of (A) the holders of at least 85% in aggregate principal amount of the Notes then outstanding, so long as any such amendment, modification or waiver is undertaken in good faith for the purpose of material tax efficiencies (and not to facilitate an external financing or exchange transaction), or (B) otherwise, each holder of the Notes. Notwithstanding the foregoing, this Indenture may be amended with the consent of holders of a majority in aggregate principal amount of the Notes then outstanding to permit Investments in Restricted Subsidiaries that are not Notes Parties to the extent not permitted as of the Issue Date. Notwithstanding anything herein to the contrary, with respect to any amendment, restatement, supplement, exchange, modification or waiver, the opportunity to participate on the same terms in such amendment, restatement, supplement, exchange, modification or waiver (and, in each case, the related transactions contemplated thereby) shall be offered on the same terms to each holder (and on the same or better terms as the terms offered to each lender under the Credit Agreement for any comparable amendment, supplement, modification or waiver of the Credit Agreement) (regardless of whether such holder’s consent would otherwise provided be required to effect such amendment, restatement, supplement, exchange, modification or waiver), including any amendment to permit or effectuate the issuance of notes under this Indenture other than the Initial Notes or permit the Incurrence of any Indebtedness secured by any Liens on the First Lien Collateral ranking pari passu with the Liens securing the First Priority Notes Obligations, and each holder shall have the right to participate in such amendment, restatement, supplement, exchange, modification or waiver (and, in each case, the related transactions contemplated thereby) on the same terms as each other holder (and the same or better terms as each lender under the Credit Agreement) and receive the same pro rata economics in such transaction and related transactions (including any fee, payment or other consideration including consent or backstop fees) paid to any holder (or any lender under the Credit Agreement) in any capacity (the requirement in this Indenture or sentence, the Security Documents“Noteholder Participation Rights”). This paragraph may not be amended without the approval of each holder 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 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 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. The Issuer, the Guarantors (aas applicable) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and Securities, any Security Document or the Security Documents Subordination 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, 50 (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 Debt of the Issuer or any Guarantor other than with respect to First Priority Lien Obligations, or (x) make any change in the provisions in the Subordination 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 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 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, 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 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 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 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, 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 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 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 IssuerIssuers 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 modify any Guarantees 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 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. (axv) The Issuer 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 modify any Guarantees 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. . 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 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 Guarantees, the Security Documents and the Intercreditor Agreements, and may waive any provision thereof (including any past default or compliance with any such provisions or 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 principal amount of Notes Securities whose Holders must consent to an amendment,, supplement or waiver; (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 (or the due date in respect of the payment of any installment of principal); (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 Securities or any Guarantees in right of payment to any other Indebtedness of the Issuer,Issuer or any Guarantor or adversely affect the priority of any Liens securing the Securities and the Guarantees, except as provided in the Intercreditor Agreement; (vii) impair make any change in the right provisions of any this Indenture entitling each 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; (viii) eliminate or modify in any manner the obligations of a Guarantor with respect to its Guarantee, that adversely affects the Holders in any material respect, except as contemplated by this Indenture; (ix) make any change in the provisions in this Section 8.02, Indenture or the Intercreditor Agreements dealing with the application of proceeds of Notes Collateral that would adversely affect the Holders of the Securities; or (ixx) make any change in Section 6.04 or the second sentence of this Section 9.02. 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 this Indenture, the Security Documents and 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, supplement or waiver, 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 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) 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 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 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 offer 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 or make any change to Paragraph 1(c) of the Securities (or Paragraph 1(c) of the form of Security set forth in Exhibit A); (iii) reduce the principal of or change the Stated Maturity Date of any Note,Security (or reduce the amount of any payment of any installment of principal or change the due date in respect of the payment of any installment of principal); (iv) reduce the premium payable upon the redemption or repurchase of any Note Security or change the time at which any Note Security may be redeemed or repurchased in accordance with Article 3,3 or Section 4.08; (v) make any Note Security payable in money currency other than that stated in such Note,Security; (vi) expressly subordinate the Notes Securities or any Guarantees in right of payment to any other Indebtedness of the Issuer,Issuer or any Guarantor or adversely affect the priority of any Liens securing the Securities and the Guarantees, except as provided in the Intercreditor Agreements; (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; (viii) make any change in Section 6.04 or the second sentence of this Section 8.02, or9.02; (ix) make any change to the definition of “Additional Securities Triggering Event,” “JATENZO®” or “JATENZO® Net Sales”; (x) modify any Guarantees in any manner adverse to the Holders; or (xi) make any change in the provisions in this Indenture or the Intercreditor Agreements dealing with the application of proceeds of Notes Collateral that would adversely affect the 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 DocumentsDocuments with respect to the Securities. Without the consent of the Holders of at least 90% in aggregate principal amount of the Securities then outstanding, except as otherwise provided an amendment, supplement or waiver may not make any change in this Indenture or the Security DocumentsSection 4.19. 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 supplement or waiver if such consent approves the substance thereof. (b) 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 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 and Issuer, the Indenture Guarantors, the Trustee and, if applicable, the Collateral Agent may amend this Indenture, the Notes Notes, any Security Document 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 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 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 the Notes to any other Indebtedness of the Issuer, (vii) 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, (viiivii) make any change in Section 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, (ix) except as expressly permitted by this Indenture, modify the Guarantees in any manner adverse to the Holders, or (ixx) release all or substantially all make any change to the provisions of the Junior Priority Intercreditor Agreements or the provisions of this Indenture 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. 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 send 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. SECTION 9.03. [Intentionally Omitted].

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 change the date on which any Securities may be redeemed in a manner adverse to such Holder’s Notes,the Holders of the Securities; (viiiii) make reduce the percentage in principal amount of the Securities where the consent of the Holder is required for any change such amendment, supplemental indenture or waiver as provided for in this Section 8.02, Indenture; or (ixiii) release all or substantially all modify any of the Collateral from the Lien waiver provisions of this Indenture, except to increase any required percentage or to provide that certain other provisions of this Indenture and cannot be modified or waived without the consent of the Holder of each outstanding Security Documents, except as otherwise provided in this Indenture or the 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 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 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 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,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,; (viii) 8) make any change in this Section 8.02, the amendment provisions which require each holder’s consent or in the waiver provisions; (9) amend or waive the Issuer’s obligation to redeem the Notes through the special mandatory redemption in a manner that would materially adversely affect the holders of the Notes; or (ix10) except for any release contemplated by Section 12.03, release all or substantially all of the Collateral Guarantors from their respective Guarantees. In addition, no provisions of the Lien Escrow Agreement (including, without limitation, those relating to the release of this Indenture the Escrowed Property) may be amended or waived by the Issuer in a manner that would materially adversely affect the holders of the Notes in their capacities as such (as determined in good faith by the Issuer) without the consent of the holders of a majority in principal amount of the Notes then outstanding. Without the consent of any holder, the Issuer and the Security DocumentsEscrow Agent may amend the Escrow Agreement to cure any ambiguity, except omission, mistake, defect or inconsistency or to conform the text of the Escrow Agreement to any provision of the “Description of 2023 notes” section of the Offering Memorandum to the extent that such provision in such “Description of 2023 notes” was intended by the Issuer to be a verbatim recitation of a provision of the Escrow Agreement as otherwise provided stated in this Indenture or an Officers’ Certificate of the Security DocumentsIssuer. 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 This Indenture, the Notes issued hereunder, the Escrow Agreement and the Security Documents may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding issued under this Indenture Trustee may amend (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 issued hereunder, the Escrow Agreement and the Security Documents may be waived with the written consent of the Required Holdersholders of a majority in principal amount of the then outstanding Notes issued under this Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). HoweverHow ever, without the consent of each Holder of an outstanding Note affected, an amendment or waiver of the Indenture, the Notes, the Escrow Agreement or the Security Documents may not: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,, 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 of, or interest or premium, 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 Guarantees in any manner materially adverse to any other Indebtedness the holders of the Issuer,Notes; (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 issued thereunder (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; (x) subordinate the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture Notes or the Security Documents. any Guarantee to any other Indebtedness; or 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 may, with respect to each series of Notes, 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 of such series 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 of such series 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, 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. In addition, or (ix) 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 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 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, or9.02(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; (ix) release all modify the Guarantees in any manner adverse to the Holders; or (x) make any change in the provisions in the Intercreditor Agreement or substantially all this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holder of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or 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) Notwithstanding the requirements of Section 9.02(a), any amendment to, or waiver of, the provisions of this Indenture, any Security Document or any other indenture governing Permitted Additional Pari Passu Obligations that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Securities or otherwise modifies the Intercreditor Agreement or other Security Documents in any manner adverse in any material respect to the Holders of the Securities will require the consent of the Holders of at least 662/3% in aggregate principal amount of the Securities and any Permitted Additional Pari Passu Obligations then outstanding. (c) 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 Security Documents and 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 (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 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, (9) make any change in the provisions in the Intercreditor Agreement or this Section 8.02, Indenture 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 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 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 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 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 Company and the Indenture Trustee Trustee, Collateral Agent, Paying Agent, Registrar and Authentication Agent 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and any past default or compliance with any provision of this Indenture, the Securities, the Guarantees or the Security 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 a purchase of, or 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 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, or9.02(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; (ix) release all modify the Guarantees in any manner adverse to the Holders; or (x) make any change in the provisions in the Intercreditor Agreement or substantially all this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holder of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or 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) Notwithstanding the requirements of Sections 9.02(a) and (b), any amendment to, or waiver of, the provisions of this Indenture, any Security Document or any other indenture governing Permitted Additional Pari Passu Obligations that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Securities or otherwise modifies the Intercreditor Agreement or other Security Documents in any manner adverse in any material respect to the Holders of the Securities will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Securities and any Permitted Additional Pari Passu Obligations then outstanding. (c) 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 Except as provided below in this Section 9.02, the Company and the Indenture Trustee may amend or supplement this Indenture, the Notes Indenture and the Security Documents Debentures may be amended or supplemented with the written consent of the Required Holders. However, without the consent Holders of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the at least a majority in principal amount of Notes whose Holders must consent the Debentures including Additional Debentures, if any, then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Debentures), and, subject to an amendment, Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (ii) reduce other than a Default or Event of Default in 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 of, 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, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security DocumentsDebentures, except as otherwise provided in a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Security DocumentsDebentures may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Debentures, including Additional Debentures, if any, voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Debentures). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly 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. 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, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. (b) . After an amendment amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement 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 any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Debentures, including Additional Debentures, if any, then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Debentures. However, without the consent of each Holder affected, an amendment or waiver under this Section 8.029.02 may not (with respect to any Debentures held by a non-consenting Holder): (a) reduce the principal amount of Debentures whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Debenture or alter or waive any of the provisions with respect to the redemption of the Debentures; (c) reduce the rate of or extend the time for payment of interest, including default interest, on any Debenture; (d) make any Debenture payable in money other than that stated in the Debentures; or (e) 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 interest on the Debentures.

With Consent of the Holders. (a) The Issuer Issuer, the Collateral Agent, the Parent Guarantor and the Indenture Trustee may amend or supplement this Indenture, the Notes Securities and the Security Documents Documents, and may waive any provision thereof (including the provisions of Section 4.08), with the written consent of the Required HoldersHolders of at least two-thirds of the aggregate principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer 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, (iii) reduce the principal of or change the Stated Maturity Date of any Note,Security (or reduce the amount of any payment of any installment of principal or change the due date in respect of the payment of any installment of principal); (iviii) reduce the premium payable upon the redemption repurchase of any Note Security or change the time at which any Note Security may be redeemed or repurchased in accordance with Article 3,, Section 4.08 or Paragraph 5 of any Security; (viv) make any Note Security payable in money currency other than that stated in such Note,Security; (viv) expressly subordinate the Notes Securities or the Guarantee in right of payment to any other Indebtedness of the Issuer,Issuer or the Parent Guarantor or adversely affect the priority of any Liens securing the Securities; (viivi) impair the right of any Holder to receive payment of principal of or premiumpremium and interest, 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) make any change to Section 6.04 or the second sentence of this Section 9.02; (viii) modify the Guarantee in any manner adverse to the Holders; (ix) make any change in the provisions in this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Securities; (x) make any change to Section 8.022.01(b), Section 2.01(c), Section 4.01(c), Section 4.23, Section 4.24, Section 4.25, Schedule I or Schedule II; or (ixxi) make any change to the definitions of “Applicable Percentage”, “Product” or “Net Sales”. Without the consent of the Holders of at least 75% in aggregate principal amount of the Securities then outstanding, no amendment, supplement 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 supplement or waiver if such consent approves the substance thereof. (b) 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 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 Issuer, Holdings I, Senior Note Guarantors, the Trustee and the Indenture Trustee Security Agent may amend this Indenture, the Securities, the Intercreditor Agreement, any Additional Intercreditor Agreement, the Senior Notes Proceeds Loan and the Security Documents with the written consent of the Required HoldersHolders 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) and any past default of compliance with any provisions may be waived with the consent of Holders of a majority in principal amount of the Securities then outstanding. However, without the consent of each Holder the Holders of an not less than 90% of the then outstanding Note affectedaggregate principal amount of the Securities, an amendment 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 or change extend the Stated Maturity Date of any Note,Security; (iv) reduce the premium or amount payable upon the redemption of any Note or Security, change the time at which any Note Security may be redeemed in accordance with Article 3,III or Paragraphs 5 or 6 of the Securities; (v) make any Note Security payable in money other than that stated in such Note,Security; (vi) expressly subordinate the Notes Securities or any Senior Note Guarantee to any other Indebtedness of the Issuer,, Holdings I or any Senior Note Guarantor not otherwise permitted by this Indenture; (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 Notes,Securities; (viii) release the Security Interest granted for the benefit of the Holders in the Collateral other than pursuant to the terms of the Security Documents or as otherwise permitted by this Indenture; (ix) make any change in Section 6.04 or the second sentence of this Section 8.029.02; (x) change the currency of the Senior Note Proceeds Loan, decrease the rate, change the time for payment, change the manner of payment of interest, decrease the principal or extend the maturity date of any principal payment on the Senior Note Proceeds Loan, or change the ranking of the Senior Note Proceeds Loan in a manner adverse to the Holders; (xi) change the restrictions in the Intercreditor Agreement restricting payment blockage or enforcement of the Senior Note Proceeds Loan in any manner adverse to the interests of the Holders in any material respect; or (ixxii) release all or substantially all make any change in the provisions of the Collateral from the Lien Section 4.15 of this Indenture and that adversely affects the Security Documents, except as otherwise provided in rights of any Holder or amend the terms of the Securities or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder unless the Issuer, Holdings I or the Security Documentsany Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result. 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 otherwise deliver in accordance with applicable Euroclear and Clearstream procedures) 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 the 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 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 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 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, 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.

With Consent of the Holders. (a) The Issuer and the Indenture Trustee Trustee, as applicable, may amend this Indenture, the Notes Notes, the Parent Guarantee 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 Notes, the Parent Guarantee or any Subsidiary Guarantee to any other Indebtedness of the Issuer, the Company 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 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 and the Indenture Trustee may amend Notwithstanding Section 9.01 of this Indenture, the Notes Issuer, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and 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 purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any 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, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document 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, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 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 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 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice; (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 payment of principal of or premium, if any, or interest on the redemption 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 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 Security payable in money other than that stated in such Note,Security; (vi) expressly subordinate make any change in the Notes provisions of this Indenture relating to any other Indebtedness waivers of the Issuer,past Defaults; (vii) make any change to this Section 9.02 that is materially adverse to the Holders; (viii) impair the contractual right under this Indenture 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; (viiiix) make any change in this Section 8.02, to or modify the ranking of the Securities that would adversely affect the Holders; or (ixx) release all except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or substantially all any group of Restricted Subsidiaries that, taken together (as of the Collateral from latest audited consolidated financial statements for the Lien of this Indenture and Issuer), would constitute a Significant Subsidiary, in any manner adverse to 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 promptly mail or otherwise send in accordance with the procedures of the Depositary 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 provided for in Section 9.01 and this Section 9.02, the Issuer, the Trustee and the Indenture Trustee Security Agent may amend this Indenture, the Notes and the Guarantees thereof, the Security Documents, and the Intercreditor Agreement and any past Default or Event of Default or compliance with any provisions of this Indenture, the Notes, the Guarantees thereof, the Security Documents or the Intercreditor 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: (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,Section 3.01; (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,Issuer or any Guarantor; (vii7) 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, [reserved]; or (ix8) change the list of provisions set forth in clauses (1)-(6) release all or substantially all this clause (8) requiring the approval of each holder of an outstanding Note affected by an amendment or waiver described therein such that the Collateral from the Lien approval 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 . Notwithstanding the foregoing in this Section 8.02 becomes effective9.02, without the consent of the holders of at least 100% in principal amount of the Notes then outstanding, no amendment or waiver may (1) make any change in any Security Document or the provisions in this Indenture dealing with Guarantees or Collateral or application of trust proceeds of the Collateral to the extent that such change would have the effect of releasing all, or substantially all, of the Liens on the Collateral which secure the Notes Obligations, or all, or substantially all, of the Guarantees or (2) change or alter the priority of the Liens securing the Notes Obligations in any material portion of the Collateral in any way materially adverse, taken as a whole, to the holders, other than, in the case of each of clauses (1) and (2), as provided under the terms of this Indenture, the Issuer shall mail to Security Documents or 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 8.02Intercreditor Agreement.

With Consent of the Holders. (a) The Issuer and the This Indenture Trustee may amend this Indenture, or the Notes and the Security Documents issued hereunder may be amended or supplemented with the written consent of the Required Holdersholders of at least a majority in principal amount of the Notes then outstanding issued under this Indenture (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 or the Notes issued hereunder may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes issued under this Indenture (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 or waiver may not:not (with respect to any Notes held by a non-consenting member): (i) reduce the principal amount of Notes whose Holders 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,Note issued hereunder; (iv) reduce waive a Default or Event of Default in the premium payable upon payment of principal of, or interest or premium, 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 the Notes make any change to any other Indebtedness of the Issuer,Section 6.04 or 6.07; (vii) impair the right of any Holder to receive waive a redemption 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,any Note issued hereunder (other than payment required by Sections 4.06 or 4.08 hereof); (viii) make modify the subsidiary Guarantees in any change in this Section 8.02, ormanner adverse to the holders of such Notes; (ix) release all modify or substantially all change any provision of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documentsrelated definitions affecting ranking of the Notes in a manner that materially adversely affects the Holders; or (x) make any change to this Section 9.02. 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 Notwithstanding Section 9.01 of this Indenture, the Notes Issuer, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and 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 purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any 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, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document 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, Securities), other than the Securities beneficially owned by the Issuer or its Affiliates. Section 2.09 and Section 12.04 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 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 4.08); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice; (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; 101 (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, 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 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; (vii) make any change to this Section 9.02 that is materially adverse to the Holders; (viii) impair the contractual right under this Indenture of any Holder to receive payment of principal 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; (viiiix) make any change in this Section 8.02, to or modify the ranking of the Securities that would adversely affect the Holders; or (ixx) release all except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or substantially all any group of Restricted Subsidiaries that, taken together (as of the Collateral from latest audited consolidated financial statements for the Lien of this Indenture and Issuer), would constitute a Significant Subsidiary, in any manner adverse to 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 promptly mail or otherwise send in accordance with the procedures of the Depositary 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. Notwithstanding anything herein to the contrary, without the consent of the Holders of at least 75% in principal amount of the Securities then outstanding, no amendment, supplement or waiver may release all or substantially all of the Collateral other than in accordance with this Indenture, the Intercreditor Agreements and the Security Documents.

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 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, (iva) 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, or (b) reduce the price payable upon redemption of any Security or change the time at which any Security may be redeemed under Section 3.09 or in Section 4.18, (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 the Escrow Agreement, any 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 Issuer, the Trustee and the Indenture Trustee First-Priority Collateral Agent, as applicable, may amend this Indenture, the Notes and Notes, the Subsidiary Guarantees, the Security Documents and the First Lien Intercreditor Agreement 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 the amendment provisions or in the waiver provisions which require each holder’s consent. 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, 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 Amendments, supplements or other modifications of this Indenture, the Notes or the Note Guarantees may be made by the Issuer, the Note Guarantors, the Trustee and the Security Documents Priority Lien Collateral Trustee with the written consent of the Required Holders. HoweverHolders of not less than a majority in aggregate principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected, an amendment may notaffected thereby: (ia) 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, (iiib) 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 interest on such Holder’s Notes on on, any Note; (c) change the place, currency or after time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the due dates therefor or right to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (viiie) make reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (f) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (g) 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 Indenture or for waiver of certain defaults; (h) release any change Note Guarantor from its Note Guarantee, except as provided in this Section 8.02Indenture; (i) amend, change or modify any Note Guarantee in a manner that materially and adversely affects the Holders; (j) reduce the amount payable upon a Change of Control Offer or a Proceeds Offer or change the time or manner by which a Change of Control Offer or a Proceeds Offer may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or a Proceeds Offer, in each case after such Change of Control has occurred or such obligation to make a Proceeds Offer has arisen; (k) change the redemption date or the redemption price of the Notes from that under Article III; or (ixl) release amend, change or modify the obligation of the Issuer or any Note Guarantor to pay Additional Amounts. In addition, subject to each Intercreditor Agreement and the Collateral Trust Agreement, the Trustee and the Priority Lien Collateral Trustee are hereby authorized to amend the Priority Lien Security Documents as provided therein, in this Indenture or in the Collateral Trust Agreement. In addition, without the consent of the Holders of at least 66⅔% 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, Notes), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens of the Priority Lien Security Documents (except as permitted by the terms of this Indenture, the Priority Lien 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 Intercreditor Agreements, (2) make any change in the Priority Lien Security Documents, 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 Priority Lien 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 Priority Lien Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of this Indenture or the notes, the Issuer shall deliver to the Trustee and the Priority Lien Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the notes, or 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 applicable, and (ii) that all related conditions precedent to approve the particular form of any proposed such modification, amendment, but it shall be sufficient if such consent approves the substance thereof. (b) supplement or waiver have been complied with. 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 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.