Common use of Amendment of Security Documents Clause in Contracts

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote or otherwise take action with respect to the Security Documents, the Trustee will vote or otherwise act as directed by the Holders of a majority in aggregate principal amount of all Notes then outstanding, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder: (A) to vote its outstanding Notes as to any matter described as subject to direction by the Holders of a majority in aggregate principal amount of all Notes then outstanding, (B) to share in the order of application under Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Liens securing the Notes be released only as set forth in Section 10.03, will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreement; and (5) no amendment or supplement that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity as such will become effective without the consent of the Collateral Agent.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if If the Trustee is requested to vote or otherwise take action with respect to the Security Documents, the Trustee will vote or otherwise act as directed by the Holders of a majority in aggregate principal amount of all Notes then outstanding, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent Trustee therein will not require a direction from the Holders of a majority in aggregate principal amount of all the Notes then outstanding and will become effective when executed and delivered by the Company Issuer or any Guarantor party thereto and the Collateral AgentTrustee; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent Trustee or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral AgentTrustee in any material respect, will not require a direction from the Holders of a majority in aggregate principal amount of all the Notes then outstanding and will, in each case, become effective when executed and delivered by the Company Issuer and any Guarantor party thereto and the Collateral AgentTrustee; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% specified in aggregate principal amount of Notes then outstandingSection 9.02 with respect to such release; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder: (A) to vote its outstanding Notes as to any matter described as subject to direction by the Holders of a majority in aggregate principal amount of all Notes then outstanding, (B) to share in the order of application under Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Liens securing the Notes be released only as set forth in Section 10.0311.03, will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreement; and; (5) no amendment or supplement that imposes any obligation upon the Collateral Agent Trustee or adversely affects the rights of the Collateral Agent Trustee in its individual capacity as such will become effective without the consent of the Collateral AgentTrustee; and (6) notwithstanding anything in this Article 11 to the contrary, any amendment or supplement to the Security Documents that has the effect solely of implementing any action permitted by Article 9 will not require a direction from the Holders of the Notes (except to the extent specified in Article 9) and will become effective when executed and delivered by the Issuer or any Guarantor party thereto and the Collateral Trustee.

Amendment of Security Documents. Notwithstanding any other provision of this IndentureSubject to Sections 10.5 and 10.6, if the Trustee is requested to vote no amendment or otherwise take action with respect supplement to the provisions of any Security Documents, Document shall be effective without the Trustee will vote approval of the Issuer or otherwise act relevant Guarantors and the Collateral Agent acting as directed by the Holders an Act of a majority in aggregate principal amount of all Notes then outstandingRequired Holders, except that: (1) any amendment or supplement that has the effect solely of of: (a) adding or maintaining Collateral Collateral, or preserving, perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor party thereto and the Collateral Agenttherein; (2b) any amendment or supplement that has the effect solely of curing any ambiguity, omission, mistake, defect or inconsistency inconsistency, or to maintain the validity of the Security Documents as a result of any change in any applicable legislation, rules or regulations, provided that such amendment or supplement does not materially adversely affect the rights under the Security Documents of any Holder of Notes; (c) providing for the assumption of any Guarantor’s obligations under the Note Documents in the case of a merger, consolidation, amalgamation or sale of all or substantially all of the assets of such Guarantor to the extent permitted by the terms of this Indenture and the other Note Documents, as applicable; or (d) making any change that would provide any additional rights or benefits to the Holders or of Notes, the Collateral Agent or the Trustees or that does not adversely affect the legal rights under this Indenture or any other Security Note Document of any Holder of Notes, the Collateral Agent or the Collateral AgentTrustees, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and willshall, in each case, become effective when executed and delivered by the Company and Issuer or any other Guarantor party thereto thereto, and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (42) no amendment or supplement that reduces, impairs or adversely affects the right of any HolderHolder of Notes: (Aa) to vote its outstanding Notes as to any matter described as subject to direction by an Act of Required Holders (or amends the Holders provisions of a majority in aggregate principal amount this clause (2) or the definition of all Notes then outstanding“Act of Required Holders”), (Bb) to share in the order of application described under Section 3.4 of the Collateral Agency and Intercreditor Agreement 10.7 in the proceeds of enforcement of or realization on any Collateral, ; or (Cc) to require that Liens securing the Notes be released only as set forth in the provisions described above under Section 10.03, will 10.5 and 10.6; shall become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant a direction in writing delivered to the Collateral Agency and Intercreditor AgreementAgent by or with a resolution by, or the written consent of, the Holders of Notes representing at least 66 2/3% in aggregate principal amount of the then outstanding Notes; and (53) no amendment or supplement that imposes any obligation upon the Collateral Agent or the Trustees or adversely affects the rights of the Collateral Agent or the Trustees, respectively, in its their individual capacity capacities as such will shall become effective without the consent of the Issuer and the Collateral Agent or the Trustees, respectively. Any amendment or supplement to the provisions of the Security Documents that releases Collateral shall be effective only in accordance with the requirements set forth in the applicable Note Document referenced above under Section 10.5. Any amendment or supplement that results in the Collateral Agent’s Liens upon the Collateral no longer securing the Notes and the other Obligations under this Indenture may only be effected in accordance with Section 10.6. The Security Documents and the first two paragraphs of this Section 10.8 shall not prohibit or otherwise restrict the Corporation or any of its Restricted Subsidiaries from making any amendments to the terms of the Intercompany Indebtedness outstanding from time to time without the approval or consent of the Collateral Agent, the Trustees or the Holders of Notes.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote (a) No amendment or otherwise take action with respect supplement to the provisions of any Security Documents, Document constituting a Notes Document will be effective without the Trustee will vote or otherwise act approval of the Collateral Agent acting as directed by the Holders of a majority in aggregate principal amount of all Notes then outstandingRequired Noteholders, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Shared Real Estate Collateral, securing additional Notes Debt that was otherwise permitted by the terms of the Notes Documents to be secured by the Shared Real Estate Collateral or preserving, perfecting or establishing the priority of the Notes Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company Fleetwood or any Guarantor applicable Obligor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any HolderNoteholder: (A) to vote its outstanding Notes Debt as to any matter described as subject to direction by the Holders Required Noteholders (or amends the provisions of a majority in aggregate principal amount this clause (2) or the definition of all Notes then outstanding"Required Noteholders"), (B) to share in the order of application described under Section 3.4 of the Collateral Agency Sections 4.1 and Intercreditor Agreement 4.2 in the proceeds of enforcement of or realization on any Shared Real Estate Collateral, or (C) to require that Notes Liens securing the Notes be released only as set forth in the provisions described under Section 10.035.1, will become effective without the consent of the requisite percentage or number of Holders Noteholders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreementapplicable Notes Document; and (53) no amendment or supplement that imposes any obligation upon the Collateral Agent or any Notes Representative or adversely affects the rights of the Collateral Agent or any Notes Representative, respectively, in its individual capacity as such such, will become effective without the consent of the Collateral Agent or such Notes Representative, respectively. Any amendment or supplement to the provisions of the Security Documents that releases Shared Real Estate Collateral will be effective only in accordance with the requirements set forth in Section 5.1. Any amendment or supplement that results in the Collateral Agent's Liens upon the Shared Real Estate Collateral no longer securing the 2008 Senior Secured Notes and the other obligations under the Indenture may only be effected in accordance with Section 5.4. (b) Notwithstanding anything to the contrary in this Section 3.9, but subject to Sections 3.9(a)(2) and 3.9(a)(3): (1) any mortgage or other Security Document that secures Notes Obligations (but not Priority Lien Obligations) may be amended or supplemented with the approval of the Collateral Agent acting as directed in writing by the Required Noteholders, unless such amendment or supplement would not be permitted under this Agreement or the other Priority Lien Documents; provided that any such mortgage or other Security Document may in any event be amended, supplemented or otherwise modified (w) to add or replace or substitute Shared Real Estate Collateral pursuant to the terms of the Notes and this Agreement and with respect to which such added or replacement Liens are permitted to be granted by the Priority Lien Documents, (x) to release any Lien securing the Notes, (y) to reduce the amount of Notes Obligations secured by such mortgage or other Security Document and (z) subject to the Priority Lien Collateral Agent's prior written consent, to conform such mortgage or other Security Document to the applicable Priority Lien Security Documents or to make changes otherwise consistent with the terms of the Priority Lien Documents and this Agreement; (2) any amendment or waiver of, or any consent under, any provision of this Agreement or any other Security Document that secures Priority Lien Obligations to the extent related to the Shared Real Estate Collateral will apply automatically to any comparable provision of any comparable Notes Document (but only to the extent as such provision relates to the Shared Real Estate Collateral) without the consent of or notice to any Noteholders and without any action by Fleetwood or any other Obligor or any Noteholder; provided that such amendment, waiver or consent does not materially adversely affect the rights of the Noteholders in the Shared Real Estate Collateral in a manner materially different from that affecting the rights of the holders of Priority Lien Obligations thereunder or therein; and (3) right of the holders of the Notes Obligations to amend the Notes Documents will be restricted to the extent provided in the Credit Facility.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote or otherwise take action with respect Subject to the provisions described in "Description of the Senior Secured Notes - Security Documents- Release of Liens in Respect of Notes", no amendment or supplement to the Trustee provisions of any Security Document will vote or otherwise act be effective without the approval of the Issuer and the Collateral Agent acting as directed by the Holders an Act of a majority in aggregate principal amount of all Notes then outstandingRequired Holders, except that: (1) any amendment or supplement that has the effect solely of of: (a) adding or maintaining Collateral Collateral, or preserving, perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor party thereto and the Collateral Agenttherein; (2b) any amendment or supplement that has the effect solely of curing any ambiguity, omission, mistake, defect or inconsistency inconsistency, or to maintain the validity of the Security Documents as a result of any change in any applicable legislation, rules or regulations, provided that such amendment or supplement does not materially adversely affect the rights under the Security Documents of any holder of Notes; (c) providing for the assumption of any Guarantor's obligations under the Note Documents in the case of a merger, consolidation, amalgamation or sale of all or substantially all of the assets of such Guarantor to the extent permitted by the terms of the Indenture and the other Note Documents, as applicable; or (d) making any change that would provide any additional rights or benefits to Holders or the holders of Notes, the Collateral Agent or the Trustee or that does not adversely affect the legal rights under this the Indenture or any other Security Note Document of any Holder holder of Notes, the Collateral Agent or the Collateral AgentTrustee, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and Issuer or any other Guarantor party thereto thereto, and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (42) no amendment or supplement that reduces, impairs or adversely affects the right of any Holderholder of Notes: (Aa) to vote its outstanding Notes as to any matter described as subject to direction by an Act of Required Holders (or amends the Holders provisions of a majority in aggregate principal amount this clause (2) or the definition of all Notes then outstanding"Act of Required Holders"), (Bb) to share in the order of application described above under Section 3.4 "Description of the Collateral Agency and Intercreditor Agreement Senior Secured Notes — Security - Order of Application" in the proceeds of enforcement of or realization on any Collateral, ; or (Cc) to require that Liens securing the Notes be released only as set forth in Section 10.03, the provisions described above under "Description of the Senior Secured Notes - Security - Release of Liens on Collateral" and "Description of the Senior Secured Notes — Security — Release of Liens in Respect of Notes"; will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant a direction in writing delivered to the Collateral Agency and Intercreditor AgreementAgent by or with a resolution by, or the written consent of, the holders of Notes representing at least 66 ⅔% in aggregate principal amount of the then outstanding Notes; and (53) no amendment or supplement that imposes any obligation upon the Collateral Agent or the Trustee or adversely affects the rights of the Collateral Agent or the Trustee, respectively, in its individual capacity as such will become effective without the consent of the Issuer and the Collateral Agent or the Trustee, respectively. Any amendment or supplement to the provisions of the Security Documents that releases Collateral will be effective only in accordance with the requirements set forth in the applicable Note Document referenced above under "Description of the Senior Secured Notes - Security - Release of Liens on Collateral". Any amendment or supplement that results in the Collateral Agent's Liens upon the Collateral no longer securing the Notes and the other Obligations under the Indenture may only be effected in accordance with the provisions described above under "Description of the Senior Secured Notes - Security - Release of Liens in Respect of Notes". The Security Documents and the first two paragraphs of this section will not prohibit or otherwise restrict the Corporation or any of its Restricted Subsidiaries from making any amendments to the terms of the Intercompany Indebtedness outstanding from time to time without the approval or consent of the Collateral Agent or the holders of Notes.

Amendment of Security Documents. Notwithstanding (a) The Collateral Trustee, acting as directed by an Act of Instructing Debtholders, and the Obligors may, at any time and from time to time, enter into written amendments or agreements supplemental hereto or to any other Security Document for the purpose of adding to or waiving any provision of this IndentureAgreement or such Security Document, if granting any consent required under any other Security Document or changing any of the Trustee is requested to vote terms hereof or otherwise take action with respect to the Security Documents, the Trustee will vote or otherwise act as directed by the Holders of a majority in aggregate principal amount of all Notes then outstanding, except thereof; provided that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Secured Debt that is otherwise permitted by the terms of the Secured Debt Documents to be secured by the Collateral or preserving, preserving or perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent Trustee and any other Secured Party therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company Borrower or any Guarantor other applicable Obligor party thereto and the Collateral AgentTrustee; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder:Secured Debtholder (A) to vote its outstanding Notes Secured Debt as to any matter described as subject to direction by an Act of Instructing Debtholders (or amends the Holders provisions of a majority in aggregate principal amount this clause (2) or the definitions of all Notes then outstanding"Act of Instructing Debtholders" or "Actionable Default"), (B) to share in the order of application under described in Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any CollateralCollateral that has not been released in accordance with the provisions described in Section 4.1, or (C) to require that Liens securing the Notes Secured Obligations be released only as set forth in the provisions described in Section 10.034.1, will become effective without the consent of the requisite percentage or number of Holders holders of each Series of Secured Debt so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreement; andapplicable Secured Debt Document; (53) no amendment or supplement that imposes any obligation upon the Collateral Agent Trustee or any Secured Debt Representative or adversely affects the rights of the Collateral Agent Trustee or any Secured Debt Representative, respectively, in its individual capacity as such will become effective without the consent of the Collateral AgentTrustee or such Secured Debt Representative, respectively; and (4) Without the written consent of each Commodity Hedge Counterparty that would be materially and adversely affected thereby, no amendment, modification, termination or consent in respect of this Agreement or the other Security Documents shall be effective if the effect thereof would: (A) amend the definition of "Ceiling Amount" (as it applies to such Commodity Hedge Counterparty),"Act of Instructing Debtholders", "Commodity Hedge and Power Sales Secured Obligations", "Early Termination Event", "Eligible Hedge Voting Amount", "Secured Commodity Hedge and Power Sales Agreement", "Parity Lien Obligations", "Parity Lien Secured Parties", "Priority Lien Obligations", "Priority Lien Secured Parties", "Floor Amount" (as it applies to such Commodity Hedge Counterparty), "Ordinary Course Settlement Payments", "Other Credit Support", "Other Credit Support Amount", "Other Credit Support Exception", "Permitted Secured Hedge Amount", or "Termination Payment" or (B) in the case of any Secured Commodity Hedge and Power Sales Agreement, cause the Secured Obligations owed under any such Secured Commodity Hedge and Power Sales Agreement to cease to be secured on a Priority Lien or Parity Lien, as the case may be, pari passu basis with all other Priority Lien Obligations or Parity Lien Obligations, as the case may be, with respect to the Collateral. The Collateral Trustee will not enter into any such amendment or supplement unless it has received an Officers' Certificate to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in any of the Secured Debt Documents. Prior to executing any amendment or supplement pursuant to this Section 7.1, the Collateral Trustee will be entitled to receive an opinion of counsel of the Borrower to the effect that the execution of such document is authorized or permitted hereunder, and with respect to amendments adding Collateral, an opinion of counsel of the Borrower addressing customary perfection, and if such additional Collateral consists of equity interests of any Person, priority matters with respect to such additional Collateral. Notwithstanding the foregoing, any amendment, supplement or other agreement with the purpose of releasing Collateral will only become effective with the consent of the Persons, if any, required to effect a release of such Collateral in accordance with the requirements set forth in Section 4.1.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote or otherwise take action with respect to the Security Documents, the Trustee will vote or otherwise act as directed by the Holders of a majority in aggregate principal amount of all Notes then outstanding, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency in this Indenture, the Notes or the Security Documents or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 7566-2/3% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder: (A) to vote its outstanding Notes as to any matter described as subject to direction by the Holders of a majority in aggregate principal amount of all Notes then outstanding, (B) to share in the order of application under Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Liens securing the Notes be released only as set forth in Section 10.03, will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreement; and (5) no amendment or supplement that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity as such will become effective without the consent of the Collateral Agent.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote or otherwise take action with respect to the Security Documents, the Trustee will vote or otherwise act as directed by the Holders of a majority in aggregate principal amount of all Notes then outstanding, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder: (A) to vote its outstanding Notes as to any matter described as subject to direction by the Holders of a majority in aggregate principal amount of all Notes then outstanding, (B) to share in the order of application under Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Liens securing the Notes be released only as set forth in Section 10.03, will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreement; and (5) no amendment or supplement that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity as such will become effective without the consent of the Collateral Agent.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote or otherwise take action with respect to the Security Documents, the Trustee will vote or otherwise other- wise act as directed by the Holders of a majority in aggregate principal amount of all Notes then outstanding, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder: (A) to vote its outstanding Notes as to any matter described as subject to direction by the Holders of a majority in aggregate principal amount of all Notes then outstanding, (B) to share in the order of application under Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Liens securing the Notes be released only as set forth in Section 10.03, will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreement; and (5) no amendment or supplement that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity as such will become effective without the consent of the Collateral Agent.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote (a) No amendment or otherwise take action with respect supplement to the provisions of any Security Documents, Document will be effective without the Trustee will vote or otherwise act approval of the Collateral Agent acting as directed by the Holders of a majority in aggregate principal amount of all Notes then outstandingRequired Parity Lien Debtholders, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Parity Lien Debt that was otherwise permitted by the terms of the Parity Lien Documents to be secured by the Collateral or preserving, perfecting or establishing the priority of the Parity Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor other applicable Grantor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holderholder of Parity Lien Obligations: (A) to vote its outstanding Notes Parity Lien Debt as to any matter described as subject to direction by the Holders Required Parity Lien Debtholders (or amends the provisions of a majority in aggregate principal amount this clause (2) or the definition of all Notes then outstanding“Required Parity Lien Debtholders”), (B) to share in the order of application described under Section 3.4 of the Collateral Agency and Intercreditor Agreement Sections 2.4(a) in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Parity Liens securing the Notes be released only as set forth in the provisions described under Section 10.032.2, will become effective without the consent of the requisite percentage or number of Holders holders of each Series of Parity Lien Debt so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreementapplicable Parity Lien Document; and (53) no amendment or supplement that imposes any obligation upon the Collateral Agent or any Parity Lien Representative or adversely affects the rights of the Collateral Agent or any Parity Lien Representative, respectively, in its individual capacity as such such, will become effective without the consent of the Collateral AgentAgent or such Parity Lien Representative, respectively. Any amendment or supplement to the provisions of the Security Documents that effects a release Collateral will be effective only if the release is effective under Section 2.2.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote (a) No amendment or otherwise take action with respect supplement to the provisions of any Security Documents, Document will be effective without the Trustee will vote or otherwise act approval of the Collateral Agent acting as directed by the Holders of a majority in aggregate principal amount of all Notes then outstandingRequired Parity Lien Debtholders, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Parity Lien Debt that was otherwise permitted by the terms of the Parity Lien Documents to be secured by the Collateral or preserving, perfecting or establishing the priority of the Parity Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company Borrower or any Guarantor other applicable Pledgor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holderholder of Parity Lien Obligations: (A) to vote its outstanding Notes Parity Lien Debt as to any matter described as subject to direction by the Holders Required Parity Lien Debtholders (or amends the provisions of a majority in aggregate principal amount this clause (2) or the definition of all Notes then outstanding“Required Parity Lien Debtholders”), (B) to share in the order of application described under Section 3.4 of the Collateral Agency Sections 4.1 and Intercreditor Agreement 4.2 in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Parity Liens securing the Notes be released only as set forth in the provisions described under Section 10.035.1, will become effective without the consent of the requisite percentage or number of Holders holders of each Series of Parity Lien Debt so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreementapplicable Parity Lien Document; and (53) no amendment or supplement that imposes any obligation upon the Collateral Agent or any Parity Lien Representative or adversely affects the rights of the Collateral Agent or any Parity Lien Representative, respectively, in its individual capacity as such such, will become effective without the consent of the Collateral AgentAgent or such Parity Lien Representative, respectively. Any amendment or supplement to the provisions of the Security Documents that releases Collateral will be effective only in accordance with the requirements set forth in Section 5.1 and Section 5.4. Notwithstanding anything to the contrary in this Section 3.9, but subject to clauses (2) and (3) above: (1) any mortgage or other security document that secures Parity Lien Obligations (but not Priority Lien Obligations) may be amended or supplemented with the approval of the Collateral Agent acting as directed in writing by the Required Parity Lien Debtholders, unless such amendment or supplement would not be permitted under the terms of this Agreement or the other Priority Lien Documents; and (2) any amendment or waiver of, or any consent under, any provision of this Agreement or any other Parity Lien Document that secures Priority Lien Obligations will apply automatically to any comparable provision of any comparable Parity Lien Document without the consent of or notice to any holder of Parity Lien Obligations and without any action by the Borrower or any other Pledgor or any holder of Notes or other Parity Lien Obligations.

Amendment of Security Documents. Notwithstanding (a) At any other provision time prior to the Note Trustee’s receipt of notice that the Priority Lien Obligations Payment Date has occurred, the Collateral Trustee will not enter into, and the Note Trustee and the Holders of Notes will not authorize or direct, any amendment of or supplement to any Security Document relating to any Collateral that would make such Security Document inconsistent in any material respect with the comparable provisions of the Priority Lien Security Documents upon such Collateral and no such amendment or supplement will be enforceable; provided, that for purposes of this Section 11.09, (a) no inconsistency reflected in the Security Documents delivered in connection with the issuance of the Notes on the date of this Indenture, if as compared with the Trustee is requested to vote or otherwise take action with respect comparable provisions of the applicable Priority Lien Security Documents then in effect, will be subject to the provisions of this Section 11.09, and (b) subject to clause (a), any provision granting rights or powers to the Collateral Trustee that are not granted to the holders of Priority Liens securing Priority Lien Debt will constitute a material inconsistency, except to the extent resulting solely from the failure by the holders of Priority Lien Obligations or the Priority Lien Collateral Trustee to obtain a lien on any asset or property of the Issuer or any of its Subsidiaries to which they or it would otherwise be entitled under the applicable Priority Lien Documents. (b) Notwithstanding anything to the contrary in this Agreement or any Security Documents, no amendment or supplement to the provisions of any Security Document will be effective without the approval of the Collateral Trustee will vote or otherwise act acting as directed by the Holders an Act of a majority in aggregate principal amount of all Notes then outstandingRequired Noteholders, except that: (1i) any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Note Obligations that were otherwise permitted by the terms of the Note Documents to be secured by the Collateral or preserving, preserving or perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from Trustee therein, or adding or maintaining any guarantee, or complying with the Holders of a majority in aggregate principal amount of all Notes then outstanding and Intercreditor Agreement, will become effective when executed and delivered by the Company Issuer or any Guarantor party thereto and the Collateral AgentTrustee; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4ii) no amendment or supplement that reduces, impairs or adversely affects the right of any HolderHolder of Notes to: (A1) to vote its outstanding Notes as to any matter described as subject to direction by an Act of Required Noteholders (or amends the Holders provisions of a majority in aggregate principal amount this clause (b)(ii)(1) or the definition of all Notes then outstanding,“Act of Required Noteholders”); or (B2) to share in the order of application under described in Section 3.4 of the Collateral Agency and Intercreditor Agreement 11.02 hereof in the proceeds of enforcement of or realization on the Collateral Trustee’s security interests in any Collateral, or (C) to require and all Collateral that Liens securing has not been released in accordance with the Notes be released only as set forth in provisions of Section 10.0311.05, will become effective without the additional consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreementholder; and (5iii) no amendment or supplement that imposes any obligation upon the Collateral Agent Trustee or adversely affects the rights of the Collateral Agent Trustee in its individual capacity as such will become effective without the consent of the Collateral AgentTrustee. (c) Any amendment or supplement to the provisions of the Security Documents that releases Collateral will be effective only in accordance with the requirements set forth in Section 11.05 hereof.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote (a) No amendment or otherwise take action with respect supplement to the provisions of any Security Documents, Document constituting a Notes Document will be effective without the Trustee will vote or otherwise act approval of the Collateral Agent acting as directed by the Holders of a majority in aggregate principal amount of all Notes then outstandingRequired Noteholders, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Shared Real Estate Collateral, securing additional Notes Debt that was otherwise permitted by the terms of the Notes Documents to be secured by the Shared Real Estate Collateral or preserving, perfecting or establishing the priority of the Notes Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company Fleetwood or any Guarantor applicable Obligor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any HolderNoteholder: (A) to vote its outstanding Notes Debt as to any matter described as subject to direction by the Holders Required Noteholders (or amends the provisions of a majority in aggregate principal amount this clause (2) or the definition of all Notes then outstanding“Required Noteholders”), (B) to share in the order of application described under Section 3.4 of the Collateral Agency Sections 4.1 and Intercreditor Agreement 4.2 in the proceeds of enforcement of or realization on any Shared Real Estate Collateral, or (C) to require that Notes Liens securing the Notes be released only as set forth in the provisions described under Section 10.035.1, will become effective without the consent of the requisite percentage or number of Holders Noteholders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreementapplicable Notes Document; and (53) no amendment or supplement that imposes any obligation upon the Collateral Agent or any Notes Representative or adversely affects the rights of the Collateral Agent or any Notes Representative, respectively, in its individual capacity as such such, will become effective without the consent of the Collateral Agent or such Notes Representative, respectively. Any amendment or supplement to the provisions of the Security Documents that releases Shared Real Estate Collateral will be effective only in accordance with the requirements set forth in Section 5.1. Any amendment or supplement that results in the Collateral Agent’s Liens upon the Shared Real Estate Collateral no longer securing the 2008 Senior Secured Notes and the other obligations under the Indenture may only be effected in accordance with Section 5.4. (b) Notwithstanding anything to the contrary in this Section 3.9, but subject to Sections 3.9(a)(2) and 3.9(a)(3): (1) any mortgage or other Security Document that secures Notes Obligations (but not Priority Lien Obligations) may be amended or supplemented with the approval of the Collateral Agent acting as directed in writing by the Required Noteholders, unless such amendment or supplement would not be permitted under this Agreement or the other Priority Lien Documents; provided that any such mortgage or other Security Document may in any event be amended, supplemented or otherwise modified (w) to add or replace or substitute Shared Real Estate Collateral pursuant to the terms of the Notes and this Agreement and with respect to which such added or replacement Liens are permitted to be granted by the Priority Lien Documents, (x) to release any Lien securing the Notes, (y) to reduce the amount of Notes Obligations secured by such mortgage or other Security Document and (z) subject to the Priority Lien Collateral Agent’s prior written consent, to conform such mortgage or other Security Document to the applicable Priority Lien Security Documents or to make changes otherwise consistent with the terms of the Priority Lien Documents and this Agreement; (2) any amendment or waiver of, or any consent under, any provision of this Agreement or any other Security Document that secures Priority Lien Obligations to the extent related to the Shared Real Estate Collateral will apply automatically to any comparable provision of any comparable Notes Document (but only to the extent as such provision relates to the Shared Real Estate Collateral) without the consent of or notice to any Noteholders and without any action by Fleetwood or any other Obligor or any Noteholder; provided that such amendment, waiver or consent does not materially adversely affect the rights of the Noteholders in the Shared Real Estate Collateral in a manner materially different from that affecting the rights of the holders of Priority Lien Obligations thereunder or therein; and (3) right of the holders of the Notes Obligations to amend the Notes Documents will be restricted to the extent provided in the Credit Facility.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote The Collateral Trust Agreement provides that no amendment or otherwise take action with respect supplement to the provisions of any Security Documents, Document will be effective without the approval of the obligors party thereto and the Collateral Trustee will vote or otherwise act acting as directed by the Holders an Act of a majority in aggregate principal amount of all Notes then outstandingRequired Debtholders, except that: (1) any amendment or supplement that has the effect solely of (i) adding or maintaining Shared Collateral, securing additional Secured Debt that was otherwise permitted by the terms of the Secured Debt Documents to be secured by the Shared Collateral or preserving, preserving or perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor party thereto and the Collateral Agent; Trustee therein; (2ii) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency inconsistency; (iii) providing for the assumption of the Company’s or another Pledgor’s obligations under any Security Document in the case of a merger or consolidation or sale of all or substantially all of such Pledgor’s assets, as applicable; (iv) releasing a Pledgor from a Security Document and the termination of such Security Document, all in accordance with the provisions of this Indenture governing such release and termination; (v) making any change that would provide any additional rights or benefits to the Holders of Notes or the Collateral Agent Trustee or that does not adversely affect the legal rights under this Indenture of any such Holder or the Collateral Trustee; (vi) conforming the text of the Collateral Trust Agreement or any other Security Document to any provision of any Holder or this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the Collateral AgentTrust Agreement or such Security Document; or (vii) adding any Security Document, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor obligors party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder: (A) to vote its outstanding Notes Trustee as to any matter described as subject to direction directed by the Holders of a majority in aggregate principal amount of all Notes then outstanding, (B) to share in the order of application under Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Liens securing the Notes be released only as set forth in Section 10.03, will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreementobligors; and (52) no amendment or supplement that imposes any obligation upon the Collateral Agent Trustee or any Secured Debt Representative in its individual capacity or adversely affects the rights of the Collateral Agent Trustee or any Secured Debt Representative in its individual capacity as such will become effective without the additional consent of the Collateral AgentTrustee or such Secured Debt Representative, in its individual capacity. Any amendment or supplement to the provisions of the Security Documents that releases Shared Collateral will be effective only in accordance with the requirements set forth in Section 10.06, 10.09 and 11.05 hereof.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote The Collateral Trust Agreement provides that no amendment or otherwise take action with respect supplement to the provisions of any Security Documents, Document will be effective without the approval of the obligors party thereto and the Collateral Trustee will vote or otherwise act acting as directed by the Holders an Act of a majority in aggregate principal amount of all Notes then outstandingRequired DebtHolders, except that: (1) any amendment or supplement that has the effect solely of (i) adding or maintaining Shared Collateral, securing additional Secured Debt that was otherwise permitted by the terms of the Secured Debt Documents to be secured by the Shared Collateral or preserving, preserving or perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor party thereto and the Collateral Agent; Trustee therein; (2ii) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency inconsistency; (iii) providing for the assumption of the Company’s or another Pledgor’s obligations under any Security Document in the case of a merger or consolidation or sale of all or substantially all of such Pledgor’s assets, as applicable; (iv) releasing a Pledgor from a Security Document and the termination of such Security Document, all in accordance with the provisions of this Indenture governing such release and termination; (v) making any change that would provide any additional rights or benefits to the Holders of Notes or the Collateral Agent Trustee or that does not adversely affect the legal rights under this Indenture of any such Holder or the Collateral Trustee; (vi) conforming the text of the Collateral Trust Agreement or any other Security Document to any provision of any Holder or this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the Collateral AgentTrust Agreement or such Security Document; or (vii) adding any Security Document, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor obligors party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder: (A) to vote its outstanding Notes Trustee as to any matter described as subject to direction directed by the Holders of a majority in aggregate principal amount of all Notes then outstanding, (B) to share in the order of application under Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Liens securing the Notes be released only as set forth in Section 10.03, will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreementobligors; and (52) no amendment or supplement that imposes any obligation upon the Collateral Agent Trustee or any Secured Debt Representative in its individual capacity or adversely affects the rights of the Collateral Agent Trustee or any Secured Debt Representative in its individual capacity as such will become effective without the additional consent of the Collateral AgentTrustee or such Secured Debt Representative, in its individual capacity. Any amendment or supplement to the provisions of the Security Documents that releases Shared Collateral will be effective only in accordance with the requirements set forth in Section 10.06, 10.09 and 11.05 hereof.

Amendment of Security Documents. Notwithstanding (a) At any other provision of this Indenturetime when any Priority Lien Obligations exist that have not been Discharged, if the Collateral Agent will not enter into, and the Trustee is requested to vote or otherwise take action with respect to the Security Documents, the Trustee will vote or otherwise act as directed by and the Holders of a majority Notes will not authorize or direct, any amendment of or supplement to any Security Document relating to any Collateral that would make such Security Document inconsistent in aggregate principal amount any material respect with the comparable provisions of all Notes then outstandingthe Priority Lien Security Documents upon such Collateral and no such amendment or supplement will be enforceable. (b) For the purposes of Section 3.8(a), except that: (1) any amendment or supplement that has no inconsistency reflected in the effect solely of adding or maintaining Collateral or preserving, perfecting or establishing Security Documents delivered in connection with the priority issuance of the Liens thereon Notes, as compared with the comparable provisions of the applicable Priority Lien Security Documents then in effect, will be subject to Section 3.8(a), and (2) subject to clause (1), any provision granting rights or the rights of powers to the Collateral Agent therein that are not granted to the holders of Priority Liens securing Priority Lien Debt will not require constitute a direction material inconsistency, except to the extent resulting solely from the Holders failure by the holders of Priority Lien Obligations or the Priority Lien Collateral Agent to obtain a majority in aggregate principal amount Lien on any asset or property of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor party thereto of its Subsidiaries to which they or it would otherwise be entitled under the applicable Priority Lien Documents. (c) For the purposes of Section 3.8(a), the Collateral Agent shall be entitled conclusively to presume that Priority Lien Obligations exist that have not been Discharged until the Priority Lien Collateral Agent has delivered a notice in writing to the Collateral Agent stating that no Priority Lien Obligations exist that have not been Discharged, and the Collateral Agent; (2) Agent may rely conclusively on any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and such written notice delivered by the Company and any Guarantor party thereto and the Priority Lien Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder: (A) to vote its outstanding Notes as to any matter described as subject to direction by the Holders of a majority in aggregate principal amount of all Notes then outstanding, (B) to share in the order of application under Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Liens securing the Notes be released only as set forth in Section 10.03, will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreement; and (5) no amendment or supplement that imposes any obligation upon the . The Collateral Agent shall have no duty to determine whether or adversely affects the rights of the Collateral Agent in its individual capacity as such will become effective without the consent of the Collateral Agentnot Priority Lien Obligations exist that have not been Discharged.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote or otherwise take action with respect to the Security Documents, the Trustee will vote or otherwise act as directed by the Holders of a majority in aggregate principal amount of all Notes then outstanding, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral or preserving, perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company or any Guarantor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency in this Indenture, the Notes or the Security Documents or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holder: (A) to vote its outstanding Notes as to any matter described as subject to direction by the Holders of a majority in aggregate principal amount of all Notes then outstanding, (B) to share in the order of application under Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Liens securing the Notes be released only as set forth in Section 10.03, will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreement; and (5) no amendment or supplement that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity as such will become effective without the consent of the Collateral Agent.

Amendment of Security Documents. Notwithstanding (a) At any other provision of this Indenture, if the Trustee is requested to vote or otherwise take action with respect to the Security Documents, the Trustee will vote or otherwise act as directed by the Holders of a majority in aggregate principal amount of all Notes then outstanding, except thattime when any Priority Lien Obligations exist that have not been Discharged: (1) The Note Collateral Agent will not enter into, and the Trustee and the Holders of Notes will not authorize or direct, any amendment of or supplement to any Security Document relating to any Collateral that would make such Security Document inconsistent in any material respect with the comparable provisions of the Priority Lien Security Documents upon such Collateral and no such amendment or supplement that has the effect solely will be enforceable. (2) Subject only to clauses (2) and (3) of adding or maintaining Collateral or preserving, perfecting or establishing the priority Section 10.12 of the Liens thereon Indenture, without the consent of any Holder of Notes, the Trustee or the rights of the Note Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding Agent, any amendment, waiver or consent agreed to, upon any terms and will become effective when executed and delivered conditions, by the Company or any Guarantor party thereto other Obligor and the Priority Lien Collateral Agent in respect of any provision of any Priority Lien Security Document, except to the extent effectuating or relating to any release of Liens (other than in the context of an amendment to the applicable Credit Facility to increase permitted dispositions thereunder to any Person other than the Company, another Obligor or any Restricted Subsidiary of the Company), will automatically apply, on the same terms and subject to the same conditions, to the comparable provision of the applicable Security Document, effective upon the delivery by the Priority Lien Collateral Agent of written notice of such amendment, waiver or consent, and the terms and conditions thereof, to the Trustee and the Note Collateral Agent;, if the notice (and an accompanying Officers’ Certificate) states that such amendment, waiver or consent has become effective as to such agreement and is, pursuant to this Section 3.7(a)(2), likewise effective as to the comparable provision of the comparable Security Document. Such amendment, waiver or consent need not otherwise be confirmed by the Trustee, the Note Collateral Agent or any Holder of Notes, in order to be effective. For the purposes of Section 3.7(a)(1), (i) no inconsistency reflected in the Security Documents delivered in connection with the issuance of the Notes, as compared with the comparable provisions of the applicable Priority Lien Security Documents then in effect, will be subject to the provisions of Section 3.7(a)(1), and (ii) any provision granting rights or powers to the Note Collateral Agent that are not granted to the holders of Priority Liens securing Priority Lien Debt will constitute a material inconsistency. (2b) No amendment, supplement, waiver or change otherwise permitted by this Agreement in respect of the Priority Lien Documents will be prohibited or in any amendment manner restricted or affected by, or by reason of, the provisions of this Article 3. (c) Notwithstanding Section 3.7(a) or (b), without the consent of any Holder of Notes, the Company, Parent, the Guarantors and the Trustee may, with the consent of the Note Collateral Agent, amend or supplement that has the effect solely of curing this Agreement to: (1) cure any ambiguity, defect or inconsistency or making inconsistency; or (2) make any change that would provide any additional rights or benefits to the Holders or the Collateral Agent of Notes or that does not adversely affect the legal rights under this Indenture or any other Security Document Agreement of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any such Holder: (A) to vote its outstanding Notes as to any matter described as subject to direction by the Holders of a majority in aggregate principal amount of all Notes then outstanding, (B) to share in the order of application under Section 3.4 of the Collateral Agency and Intercreditor Agreement in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Liens securing the Notes be released only as set forth in Section 10.03, will become effective without the consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreement; and (5) no amendment or supplement that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity as such will become effective without the consent of the Collateral Agent.

Amendment of Security Documents. Notwithstanding (a) At any other provision time prior to the Trustee’s receipt of a Priority Lien Obligations Discharge Notice (as defined in the Intercreditor Agreement), the Collateral Agent will not enter into, and the Trustee and the Holders of Notes will not authorize or direct, any amendment of or supplement to any Security Document relating to any Collateral that would make such Security Document inconsistent in any material respect with the comparable provisions of the Priority Lien Security Documents upon such Collateral and no such amendment or supplement will be enforceable; provided, that for purposes of this Section 10.10, (1) no inconsistency reflected in the Security Documents delivered in connection with the issuance of the Notes on the date of this Indenture, if as compared with the Trustee is requested to vote or otherwise take action with respect comparable provisions of the applicable Priority Lien Security Documents then in effect, will be subject to the provisions of this Section 10.10, and (2) subject to clause (1), any provision granting rights or powers to the Collateral Agent that are not granted to the holders of Priority Liens securing Priority Lien Debt will constitute a material inconsistency, except to the extent resulting solely from the failure by the holders of Priority Lien Obligations or the Priority Lien Collateral Agent to obtain a lien on any asset or property of the Company or any of its Subsidiaries to which they or it would otherwise be entitled under the applicable Priority Lien Documents. (b) Notwithstanding anything to the contrary in this Agreement or any Security Documents, no amendment or supplement to the Trustee provisions of any Security Document will vote or otherwise act be effective without the approval of the Collateral Agent acting as directed by the Holders an Act of a majority in aggregate principal amount of all Notes then outstandingRequired Noteholders, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Note Obligations that were otherwise permitted by the terms of the Note Documents to be secured by the Collateral or preserving, preserving or perfecting or establishing the priority of the Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and therein, or adding or maintaining any guarantee, will become effective when executed and delivered by the Company or any Guarantor other applicable Obligor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holderholder of Note Debt to: (A) to vote its outstanding Notes Note Debt as to any matter described as subject to direction by an Act of Required Noteholders (or amends the Holders provisions of a majority in aggregate principal amount this clause (2) or the definition of all Notes then outstanding,“Act of Required Noteholders”); or (B) to share in the order of application under described in Section 3.4 of the Collateral Agency and Intercreditor Agreement 10.02 hereof in the proceeds of enforcement of or realization on the Collateral Agent’s security interests in any Collateral, or (C) to require and all Collateral that Liens securing has not been released in accordance with the Notes be released only as set forth in provisions of Section 10.0310.06, will become effective without the additional consent of the requisite percentage or number of Holders so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreementholder; and (53) no amendment or supplement that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity as such will become effective without the consent of the Collateral Agent. (c) Any amendment or supplement to the provisions of the Security Documents that releases Collateral will be effective only in accordance with the requirements set forth in Section 10.06 hereof.

Amendment of Security Documents. Notwithstanding any other provision of this Indenture, if the Trustee is requested to vote (a) No amendment or otherwise take action with respect supplement to the provisions of any Security Documents, Document will be effective without the Trustee will vote or otherwise act approval of Collateral Agent acting as directed by the Holders of a majority in aggregate principal amount of all Notes then outstandingRequired Parity Lien Debtholders, except that: (1) any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Parity Lien Debt that was otherwise permitted by the terms of the Parity Lien Documents to be secured by the Collateral or preserving, perfecting or establishing the priority of the Parity Liens thereon or the rights of the Collateral Agent therein will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will become effective when executed and delivered by the Company Borrower or any other applicable Guarantor party thereto and the Collateral Agent; (2) any amendment or supplement that has the effect solely of curing any ambiguity, defect or inconsistency or making any change that would provide any additional rights or benefits to Holders or the Collateral Agent or that does not adversely affect the legal rights under this Indenture or any other Security Document of any Holder or the Collateral Agent, will not require a direction from the Holders of a majority in aggregate principal amount of all Notes then outstanding and will, in each case, become effective when executed and delivered by the Company and any Guarantor party thereto and the Collateral Agent; (3) with respect to any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of Holders of at least 75% in aggregate principal amount of Notes then outstanding; (4) no amendment or supplement that reduces, impairs or adversely affects the right of any Holderholder of Parity Lien Obligations: (A) to vote its outstanding Notes Parity Lien Debt as to any matter described as subject to direction by the Holders Required Parity Lien Debtholders (or amends the provisions of a majority in aggregate principal amount this clause (2) or the definition of all Notes then outstanding"Required Parity Lien Debtholders"), (B) to share in the order of application described under Section 3.4 of the Collateral Agency Sections 4.1 and Intercreditor Agreement 4.2 in the proceeds of enforcement of or realization on any Collateral, or (C) to require that Parity Liens securing the Notes be released only as set forth in the provisions described under Section 10.035.1, will become effective without the consent of the requisite percentage or number of Holders holders of each Series of Parity Lien Debt so affected under this Indenture and the Security Documents and such additional consents as required pursuant to the Collateral Agency and Intercreditor Agreementapplicable Parity Lien Document; and (53) no amendment or supplement that imposes any obligation upon the Collateral Agent or adversely affects the rights of the Collateral Agent in its individual capacity as such such, will become effective without the consent of Collateral Agent. Any amendment or supplement to the provisions of the Security Documents that releases Collateral will be effective only in accordance with the requirements set forth in the applicable Parity Lien Documents referenced under Section 5.1. Any amendment or supplement that results in Collateral Agent's Liens upon the Collateral Agentno longer securing the Notes and the other obligations under the Indenture may only be effected in accordance with Section 5.4. (b) Notwithstanding anything to the contrary under this Section 3.7, but subject to clauses (2) and (3) above: (1) any mortgage or other security document that secures Parity Lien Obligations (but not Priority Lien Obligations) may be amended or supplemented with the approval of the Collateral Agent acting as directed in writing by the Required Parity Lien Debtholders, unless such amendment or supplement would not be permitted under the terms of this Agreement or the other Priority Lien Documents; and (2) any amendment or waiver of, or any consent under, any provision of this Agreement or any other Priority Lien Document that secures Priority Lien Obligations will apply automatically to any comparable provision of any comparable Note Document without the consent of or notice to any holder of Parity Lien Obligations and without any action by the Company or any Guarantor or any holder of Notes.