Common use of With Consent of Holders of Notes Clause in Contracts

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided above in Section 8.01 and below in this Section 9.028.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement the Base Indenture (as it relates to the Notes), this Supplemental Indenture and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding Notes (including any Additional Notes, if any, then outstanding voting as a single class ) issued under this Indenture (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections Section 6.04 and 6.07 hereofSection 6.07, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding Notes (including any Additional Notes, if any, then outstanding voting as a single class () issued under this Indenture including consents obtained in connection with a purchase of or of, tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, then outstanding Notes (including Additional Notes, if any, then outstanding ) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, then outstanding Notes (including Additional Notes, if any, then outstanding ) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof), the Notes and the Notes Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any), then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premium, if any, premium or interest on the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any), then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, then outstanding Notes (including Additional Notes, if any, then outstanding ) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, then outstanding Notes (including Additional Notes, if any, then outstanding ) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premiumpremium on, if any, or interest on the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and the Notes Security Documents may be amended or supplemented, in each case, with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, Notes, and subject, in the Notescase of the Security Documents, to any further requirements in the Collateral Trust Agreement), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes or the Security Documents may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or of, tender offer or exchange offer for Notes and subject, in the Notescase of the Security Documents, to any further requirements in the Collateral Trust Agreement). Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture (including Sections 3.09, 4.10, and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, then outstanding Notes (including Additional Notes, if any, then outstanding ) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, then outstanding Notes (including Additional Notes, if any, then outstanding ) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected (whether in the aggregate holding a majority in principal amount of Notes or not), an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Guarantors and the Trustee may amend or supplement this Indenture and the Notes and the Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment amendment) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.11 and 4.14 hereof), the Note Guarantees and the Notes with the consent of the Holders of at least a majority in principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premiumpremium or Liquidated Damages, if any, or interest on the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):tender

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Company Co-Obligors, the Guarantors, any other obligor under the Notes and the Trustee may amend or supplement this Indenture and Indenture, the Collateral Documents, the Intercreditor Agreement or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, Notes (including Additional Notes, if any, ) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding Notes (including Additional Notes, if any) (including, then outstanding voting as a single class (including without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without However, without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, each Guarantor party thereto, if any, and the Trustee and/or Collateral Agent, as applicable, may amend or supplement this Indenture Indenture, the Notes, the Guarantees and the Notes any Security Document with the consent of the Holders of at least a majority in principal amount of the Notes, Notes (including Additional Notes, if any, ) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), 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 and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees, the Security Documents or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject . Section 2.08 and Section 2.09 shall determine which Notes are considered to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in be “outstanding” for the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision purposes of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)Section 9.02. Without the consent of each Holderaffected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the The Company and the Trustee may amend or supplement this Indenture and Indenture, the Notes or the Collateral Documents or any amended or supplemental Indenture with the written consent of the Holders of Notes of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) its consequences or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without Notwithstanding the foregoing, (a) Sections 3.09, 4.10, 4.15 and 4.21 of this Indenture (including, in each case, the related definitions) may not be amended or waived without the written consent of at least 66-2/3% in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) and (b) without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting HolderHolder of Notes):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.08 and 6.07 hereof6.13, any existing Default or Event of Default (except a continuing Default or Event of Default in (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment amendment) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any), then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any), then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected (whether in the aggregate holding a majority in principal amount of Notes or not), an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, then outstanding Notes (including Additional Notes, if any, then outstanding ) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and Section 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, then outstanding Notes (including Additional Notes, if any, then outstanding ) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under Section 6.04 or this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding Notes (including any Additional Notes, if any, then outstanding voting as a single class ) issued under this Indenture (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding Notes (including any Additional Notes, if any, then outstanding voting as a single class () issued under this Indenture including consents obtained in connection with a purchase of or of, tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes Note Documents with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or of, tender offer or exchange offer for the Notes)) in each case in addition to any required consent of holders of other Parity Lien Obligations with respect to any amendment or waiver under any Note Document also constituting a Parity Lien Document. Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premiumpremium or Additional Interest, if any, or interest on on, the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):with

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this the Indenture Documents (and with the Notes consent of the ABL Agent (as defined in the Intercreditor Agreement), may amend or supplement the Intercreditor Agreement) with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in (i) in the payment of principal, premium, if any, or interest or Additional Interest, if any, on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the each Holder of each Note affected by such modification or amendment amendment) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in Section 9.01 and this Section 9.02, the Company Issuers, the Parent, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including Sections 3.08, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing default (including any Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment Default) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided in Section 9.01 or below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and Indenture, the Notes Notes, the Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes or the Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreement may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without Section 2.09 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. (a) Except as provided below in under clauses (b) and (c) of this Section 9.02, the Company Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Subsidiary Guarantees and the Notes Security Documents (subject to compliance with the Intercreditor Agreement) with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest interest, if any, on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes and Exchange Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premium, if any, or interest on on, the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes and Exchange Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holderfor, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):or

With Consent of Holders of Notes. Except as provided below in this Section 9.028.02, the Company and the Trustee may amend or supplement this Indenture Indenture, the Security Documents and the Notes Notes, as to a single maturity or as to all of the Notes, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, Notes then outstanding to be affected thereby voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in (i) in the payment of principal, premium, if any, or interest on the such Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment amendment) or compliance with any provision of this Indenture or the such Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, Notes then outstanding to be affected thereby voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided -------------------------------- below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.14 hereof) and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, Notes (including Additional Notes, if any, ) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, the Notes). Without the consent of at least 662/3% in aggregate principal amount of the Notes then outstanding (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without , no waiver or amendment to this Indenture may make any change in the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):provisions of

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors, the Trustee and the Trustee Collateral Trustee, as applicable, may amend or supplement this Indenture Indenture, the Notes, the Senior Secured Lien Collateral Documents and the Notes other Senior Secured Lien Documents with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or of, tender offer or exchange offer for the Notes), in each case, in addition to any required consent of holders of other Senior Secured Lien Obligations with respect to any amendment or waiver under any Senior Secured Lien Document also constituting a Senior Secured Lien Document. Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuer, the Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, the Notes and the Notes Collateral Agreements by the execution of a supplemental indenture or, in the case of any amendment or supplement to the Collateral Agreements, by the execution of an appropriate amendment or supplement thereto, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), ) and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or Indenture, the Notes or any Collateral Agreement may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without However, without the consent of each HolderHolder of an outstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.14 hereof), the Note Guarantees and the Notes with the consent of the Holders of at least a majority in principal amount of the NotesNotes (including, including without limitation, Additional Notes, if any, ) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premiumpremium or Liquidated Damages, if any, or interest on the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):a

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.13 hereof), the Notes and the Notes Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any), then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premium, if any, premium or interest on the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any), then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.11 and 4.14 hereof), the Note Guarantees and the Notes with the consent of the Holders of at least a majority in principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premiumpremium or Additional Interest, if any, or interest on the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):tender

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Company, the Guarantors, the Trustee and the Trustee First Lien Collateral Agent may amend or supplement this Indenture Indenture, the Notes and the Notes Collateral Documents by the execution of a supplemental indenture or, in the case of any amendment or supplement to the Collateral Documents, by the execution of an appropriate amendment or supplement thereto, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), ) and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture Indenture, the Notes, the Guarantees or the Notes any Collateral Document may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), in each case in addition to any required consent of holders of other First Lien Obligations that may be required with respect to an amendment of or waiver under a Collateral Document. Without However, without the consent of each HolderHolder of an outstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Company, any Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture and Indenture, the Security Agreements, Intercreditor Agreements, the Notes and any Note Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes, Notes (including Additional Notes, if any, ) then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.06, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premium, if any, or and interest on the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Security Documents, Intercreditor Agreements, the Notes or any Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding Notes (including Additional Notes, if any, then outstanding ) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without , except that, without the consent of each HolderHolder affected thereby, an no amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):may:

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors, the Trustee and the Trustee Collateral Trustee, as applicable, may amend or supplement this Indenture Indenture, the Notes, the Junior Lien Collateral Documents and the Notes other Junior Lien Documents with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or of, tender offer or exchange offer for the Notes), in each case, in addition to any required consent of holders of other Junior Lien Obligations with respect to any amendment or waiver under any Junior Lien Document also constituting a Junior Lien Document. Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premiumpremium on, if any, or interest on or Additional Interest, if any, on, the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):,

With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Company and the Trustee (and, in the case of the Security Documents to which the Collateral Agent is a party, the Collateral Agent) may amend or supplement this Indenture Indenture, the Security Documents (including any amendments that provide for the release of all or a portion of the Collateral as set forth in, and subject to, the conditions herein and in the Security Documents) and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.2, 6.4 and 6.07 hereof6.7 of this Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes (including the Subsidiary Guarantees) with the consent of the Holders of at least a majority in principal amount of the Notes, outstanding Notes (including Additional Notes and PIK Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, and premium, if any, or interest on the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Subsidiary Guarantees or the Notes (including the obligation of the Company to make an offer to repurchase the Notes as a result of a Change of Control) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding Notes (including Additional Notes or PIK Notes, if any, then outstanding ) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holderfor, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):purchase of, the

With Consent of Holders of Notes. Except as provided in Section 9.1 hereof and as provided below in this Section 9.029.2, the Company Issuers and the Trustee may amend amend, supplement or supplement waive any provision of this Indenture and or the Notes or the Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, Notes then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or the Notes or the Guarantees may be waived with by the consent of the Holders (other than the Issuers and their Affiliates) of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Section 2.8 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.2. Without the consent of each HolderHolder affected, an amendment or waiver under this Section 9.02 9.2 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.028.02, the Company Company, any Guarantor, any other obligor under the Notes and the Trustee may amend or supplement the Indenture (including this Indenture and Supplemental Indenture) or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, Notes (including Additional Notes, if any, ) then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections Section 6.04 and 6.07 hereofSection 6.07, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this the Indenture with respect to the Notes or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, then outstanding Notes (including Additional Notes, if any, then outstanding voting as a single class ) (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without However, without the consent of the Holder of each Holderoutstanding Note affected thereby, an amendment amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):not:

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes Notes, Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premiumpremium or Special Interest, if any, or interest on on, the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for for, the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):.

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the Company Issuers, the Guarantors and the Trustee and Collateral Agent may amend or supplement this Indenture Indenture, the Notes Guarantees and the Security Documents (subject to compliance with the Intercreditor Agreement), and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment ) or compliance with any provision of this Indenture or Indenture, the Notes, the Notes Guarantees and the Security Documents may be waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or of, tender offer or exchange offer for the Notes). Without However, without the consent of each HolderHolder affected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, and subject to the Intercreditor Agreement, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.14 hereof), the Collateral Documents, the Intercreditor Agreement or the Notes and the Notes Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notesthen outstanding Notes (including, including without limitation, Additional Notes, if any, then outstanding ) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereofhereof and subject to the Intercreditor Agreement, any existing Default or Event of Default (except other than a continuing Default or Event of Default (i) in the payment of principalthe principal of, premium, if any, or interest on on, the Notes and (ii) in respect of Notes, except a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Collateral Documents, the Intercreditor Agreement or the Notes may be waived with or the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Note Guarantees