Common use of With Consent of the Holders Clause in Contracts

With Consent of the Holders. The Parent, the Issuers and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees and the Escrow Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees Guarantees, the Intercreditor Agreements and the Escrow Agreement Security Documents with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any related Subsidiary Guarantee to any other Indebtedness of the Issuers an Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consentconsent or in the waiver provisions, or (9) make any change in the provisions in the Intercreditor Agreements or this Indenture dealing with respect the application of proceeds of Collateral to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption Obligations that would materially adversely affect the holders of the Notes. Except as expressly provided by this Indenture or the Security Documents, without the consent of holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment may modify or release the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuer, the Issuers Company and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees Guarantees, the Intercreditor Agreements and the Escrow Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived Security Documents with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consentconsent or in the waiver provisions, or (9) make any change in the provisions dealing with respect to the Issuers’ obligations to redeem pro rata application of proceeds of Collateral in the Notes through a Special Mandatory Redemption Intercreditor Agreements or this Indenture that would materially adversely affect the holders of the Notes. Except as expressly provided by this Indenture, without the consent of the holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment may modify or release the Guarantee of Cott or any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer and the Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers and the Trustee may amend this Indenture, the NotesNotes and the Guarantees, and any past Default or compliance with any provisions of this Indenture, the Subsidiary Notes or the Guarantees and the Escrow Agreement may be waived, with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes)outstanding. However, without the consent of each holder of an outstanding Note affected, an no amendment may notor waiver may: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers an Issuer or any Subsidiary GuarantorGuarantor (other than as contemplated herein with respect to the Cadence IP Licensee), (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions which require consent of each holder of a Note or in the waiver provisions which require each holder’s consentas they relate to the Notes, or (9) make any change with respect to amend or waive the Issuers’ obligations obligation to redeem the Notes through a the Special Mandatory Redemption in a fashion that would materially adversely affect the holders of the Notes. In addition, except for any release contemplated hereby, without the consent of the holders of at least 66 2/3% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release the Guarantee with respect to the Notes of one or more Guarantors that individually or in the aggregate had (i) assets, as of the last day of the fiscal quarter of the Parent most recently ended, in excess of 75% of the assets of the Issuers and all Guarantors, taken as a whole, as of such date or (ii) EBITDA for the last four fiscal quarter period of the Parent most recently ended, in excess of 75% of the EBITDA of the Issuers and all Guarantors, taken as a whole, for such period. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The ParentIssuer, Holdings I, Senior Note Guarantors, the Issuers Trustee and the Trustee Security Agent may amend this Indenture, the NotesSecurities, the Subsidiary Guarantees Intercreditor Agreement, any Additional Intercreditor Agreement, the Senior Notes Proceeds Loan and the Escrow Agreement Security Documents with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes Securities then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes)Securities) and any past default of compliance with any provisions may be waived with the consent of Holders of a majority in principal amount of the Securities then outstanding. However, without the consent of each holder the Holders of an not less than 90% of the then outstanding Note affectedaggregate principal amount of the Securities, an amendment or waiver may not: (1i) reduce the amount of Notes Securities whose holders Holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Note,Security; (3iii) reduce the principal of or change extend the Stated Maturity of any Note,Security; (4iv) reduce the premium or amount payable upon the redemption of any Note or Security, change the dates on time at which any such premium is payable upon redemption pursuant to Security may be redeemed in accordance with Article III,III or Paragraphs 5 or 6 of the Securities; (5v) make any Note Security payable in money other than that stated in such Note,Security; (6vi) expressly subordinate the Notes Securities or any Subsidiary Senior Note Guarantee to any other Indebtedness of the Issuers Issuer, Holdings I or any Subsidiary Guarantor,Senior Note Guarantor not otherwise permitted by this Indenture; (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Securities; (8) viii) release the Security Interest granted for the benefit of the Holders in the Collateral other than pursuant to the terms of the Security Documents or as otherwise permitted by this Indenture; (ix) make any change in Section 6.04 or the second sentence of this Section 9.02; (x) change the currency of the Senior Note Proceeds Loan, decrease the rate, change the time for payment, change the manner of payment of interest, decrease the principal or extend the maturity date of any principal payment on the Senior Note Proceeds Loan, or change the ranking of the Senior Note Proceeds Loan in a manner adverse to the Holders; (xi) change the restrictions in the Intercreditor Agreement restricting payment blockage or enforcement of the Senior Note Proceeds Loan in any manner adverse to the interests of the Holders in any material respect; or (xii) make any change in the amendment provisions of Section 4.15 of this Indenture that adversely affects the rights of any Holder or amend the terms of the Securities or this Indenture in a way that would result in the waiver provisions which require each holder’s consent, or (9) make loss of an exemption from any change with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the NotesTaxes described thereunder unless the Issuer, Holdings I or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable Euroclear and Clearstream procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuer, the Issuers Trustee and the Trustee Notes Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees Guarantees, the Escrow Agreement, the Intercreditor Agreement and the Escrow Agreement Security Documents with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, orconsent or in the waiver provisions, (9) make any change in the provisions dealing with respect to the Issuers’ obligations to redeem pro rata application of proceeds of Collateral in the Notes through a Special Mandatory Redemption Intercreditor Agreement or this Indenture that would materially adversely affect the holders of the Notes, or (10) change the time at which a Special Mandatory Redemption Event must be made or reduce the price to be paid. Except as expressly provided by this Indenture, without the consent of holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment may modify or release the Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien under the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentAmendments, the Issuers and the Trustee may amend supplements or other modifications of this Indenture, the NotesNotes or the Note Guarantees may be made by the Issuer, the Subsidiary Guarantees Note Guarantors, the Trustee and the Escrow Agreement Priority Lien Collateral Trustee with the consent of the Issuers Holders of not less than a majority in aggregate principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the holders Holders of at least a majority in principal amount of the outstanding Notes then outstanding voting as a single class may waive future compliance by the Issuer and any past default or compliance the Note Guarantors with any provisions hereof may be waived with the consent provision of the holders of at least a majority in principal amount of this Indenture, the Notes then outstanding voting as a single class (in each caseor the Note Guarantees; provided, including consents obtained in connection with a tender offer however, that no such amendment, supplement, modification or exchange for the Notes). Howeverwaiver may, without the consent of each holder of an outstanding Note affected, an amendment may notHolder affected thereby: (1a) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of the principal of, or any installment of interest on, any Note,; (4b) reduce the premium payable upon the redemption of principal amount of, or premium, if any, or interest on, any Note or Note; (c) change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes place, currency or any Subsidiary Guarantee to any other Indebtedness time of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, or premium, if any, and or interest on such holder’s Note on or after on, any Note; (d) impair the due dates therefor or right to institute suit for the enforcement of any payment on or with respect to such holder’s Note,after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (8) e) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (f) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (g) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (h) release any Note Guarantor from its Note Guarantee, except as provided in this Indenture; (i) amend, change or modify any Note Guarantee in a manner that materially and adversely affects the Holders; (j) reduce the amount payable upon a Change of Control Offer or a Proceeds Offer or change the time or manner by which a Change of Control Offer or a Proceeds Offer may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or a Proceeds Offer, in each case after such Change of Control has occurred or such obligation to make a Proceeds Offer has arisen; (k) change the redemption date or the redemption price of the Notes from that under Article III; or (l) amend, change or modify the obligation of the Issuer or any Note Guarantor to pay Additional Amounts. In addition, subject to each Intercreditor Agreement and the Collateral Trust Agreement, the Trustee and the Priority Lien Collateral Trustee are hereby authorized to amend the Priority Lien Security Documents as provided therein, in this Indenture or in the Collateral Trust Agreement. In addition, without the consent of the Holders of at least 66⅔% in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens of the Priority Lien Security Documents (except as permitted by the terms of this Indenture, the Priority Lien Security Documents or the Intercreditor Agreements) or changing or altering the priority of the security interests of the Holders of the Notes in the Collateral under the Intercreditor Agreements, (2) make any change in the amendment Priority Lien Security Documents, the Intercreditor Agreements or the provisions or in this Indenture dealing with the waiver provisions which require each holder’s consent, or (9) make any change with respect to application of proceeds of the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption Collateral that would materially adversely affect the holders Holders of the Notes. It shall not be necessary for Notes or (3) modify the consent Priority Lien Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the holders under Notes in any material respect other than in accordance with the terms of this Section 9.02 to approve Indenture, the particular form of Priority Lien Security Documents or the Intercreditor Agreements. In connection with any proposed modification, amendment, but it supplement or waiver in respect of this Indenture or the notes, the Issuer shall be sufficient if deliver to the Trustee and the Priority Lien Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such consent approves modification, amendment, supplement or waiver is authorized or permitted pursuant to the substance thereofterms of this Indenture, the notes, or the Security Documents, as applicable, and (ii) that all related conditions precedent to such modification, amendment, supplement or waiver have been complied with. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers Issuer and the Trustee and the Notes Collateral Agent, as applicable, may amend this Indenture, the Notes, the Subsidiary Guarantees Notes Security Documents, the Intercreditor Agreement, any Market Intercreditor Agreement and the Escrow Agreement Guarantees with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not:not (with respect to any Note held by a non-consenting holder): (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the principal or premium payable upon the redemption of any Note or Note, change the dates on which any such principal or premium is payable upon redemption pursuant to Article IIIIII or alter or waive the provisions with respect to any such redemption, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,, or (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers Company and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees and Intercreditor Agreement or the Escrow Agreement Security Documents with the written consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in each case, connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). HoweverNotwithstanding the foregoing, without the consent of each holder Holder of an outstanding Note affected, an no amendment may notmay: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate the Notes or any Subsidiary Guarantee Note Guarantees to any other Indebtedness of the Issuers Company or any Subsidiary Note Guarantor, (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteNotes, (8) viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders, or (x) make any change in the amendment provisions or in the waiver Intercreditor Agreement or this Indenture or, except as provided in the Intercreditor Agreement, any material change in the provisions which require in the Security Documents, in each holder’s consent, or (9) make any change case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption such Collateral that would materially adversely affect the holders Holders of the Notes. In addition, subject to the terms of the Intercreditor Agreement, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver may, following the Springing Lien Trigger Date, release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuer, the Issuers Trustee and the Trustee Collateral Agent, as applicable, may amend this Indenture, the Notes, the Subsidiary Guarantees and Guarantees, the Escrow Security Documents, the Senior Lien Intercreditor Agreement and/or any Customary Intercreditor Agreements with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change extend the Stated Maturity of any Note, (4) reduce the premium payable (if any) upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consentconsent or in the waiver provisions, or (9) make any change in the provisions dealing with respect to the Issuers’ obligations to redeem application of proceeds of Collateral in the Notes through a Special Mandatory Redemption Senior Lien Intercreditor Agreement, the Security Documents or this Indenture that would materially adversely affect the holders of Notes. Except as expressly provided by this Indenture or the Security Documents, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment may modify or release the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of Notes. Without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers Issuer and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees and New Intercreditor Agreements, the Escrow Agreement Junior Priority Intercreditor Agreements or the Security Documents with the written consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in each case, connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). HoweverNotwithstanding the foregoing, without the consent of each holder Holder of an outstanding Note affected, an no amendment may notmay: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate the Notes or any Subsidiary Guarantee Note Guarantees to any other Indebtedness of the Issuers Issuer or any Subsidiary Note Guarantor, (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteNotes, (8) viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or (ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders. In addition, subject to the terms of the New Intercreditor Agreements and the Junior Priority Intercreditor Agreements, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver may (i) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes, subject to the terms of the New Intercreditor Agreements and the Junior Priority Intercreditor Agreements or (ii) make any change in the amendment provisions or in the waiver New Intercreditor Agreements, the Junior Priority Intercreditor Agreements or this Indenture or any material change in the provisions which require in the Security Documents, in each holder’s consent, or (9) make any change case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption such Collateral that would materially adversely affect the holders Holders of the Notes. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers and the Trustee may amend this Indenture, the NotesSecurity Documents, the Subsidiary Guarantees First Lien Intercreditor Agreement and the Escrow Junior Lien Intercreditor Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the written consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consentconsent or in the waiver provisions, or (9) make any change in the provisions in the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or this Indenture dealing with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption application of proceeds of Collateral that would materially adversely affect the holders of the Notes. Except as expressly provided by this Indenture, without the consent of holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment may modify or release the Note Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent(a) Subject to Section 10.06, and only with the written consent of the Required Holders, the Issuers Issuer, the Guarantor, the Trustee, the Principal Paying Agent and the Trustee may Collateral Agent may, from time to time and at any time, amend or supplement this Indenture, the NotesGuaranty or the Security Documents or enter into a written Indenture Supplement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Subsidiary Guarantees and Security Documents or any Note or of modifying in any manner the Escrow Agreement with the consent rights of the Issuers and Holders in respect thereof. (b) Notwithstanding anything to the holders of at least a majority contrary in principal amount of the preceding paragraph, no amendment or waiver to this Indenture or the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). Howevershall, without the consent of each holder of an outstanding Note affected, an amendment may notthe Holders adversely affected directly thereby: (1i) reduce the percentage of the principal amount of the Notes whose holders Holders must consent to an amendment,, supplement or waiver of any provision of this Indenture or the Notes; (2ii) reduce the stated rate of or extend the stated time for payment of interest interest, including defaulted interest, or Additional Amounts on any Note,Notes; (3iii) reduce the principal of any of the Notes, change the principal installment amount on any Notes, change the fixed final maturity of any Notes or extend any Principal Payment Date or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates date on which any such premium is payable upon Notes are subject to redemption pursuant to Article III,or reduce the redemption price therefor; (5iv) except as expressly contemplated by the Transaction Documents, dispose of any Collateral; (v) make any Note payable in money other than that stated in such Note,the Notes; (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7vi) impair the contractual right of any holder each Holder to receive payment of principal of, premiumpremium (if any), interest and Additional Amounts, if any, and interest on such holder’s Note on or after the due dates therefor date thereof or to institute suit for the enforcement of any payment on or with respect to enforce such holder’s Note,payment; (8) vii) subordinate the Notes in right of payment to any other Indebtedness of the Issuer; (viii) make any change in the preceding amendment provisions or in the and waiver provisions which require each holderHolder’s consent, or (9) make any change with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the Notes. It shall not be necessary for Without the consent of the holders under of at least 66 2/3% aggregate in principal amount of the outstanding Notes, no amendment, supplement or waiver may release any Lien on Collateral granted for the benefit of the Secured Parties, except in accordance with the terms of the relevant Security Documents and this Section 9.02 Indenture. The consent of the Holders is not necessary hereunder to approve the particular form of any proposed amendment, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment under this Section 9.02 Indenture becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with will be required to give notice to the procedures Official List of the DepositoryLuxembourg Stock Exchange and the Holders as provided under Section 10.06, to the holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall will not impair or affect the validity of an amendment under such amendment. For purposes of Section 9.01 and this Section 9.02, each of the Trustee, the Principal Paying Agent and the Collateral Agent will be entitled to rely solely on an Opinion of Counsel to the effect that such amendment, modification or supplement, is authorized or permitted by the terms and conditions of this Indenture.

With Consent of the Holders. The Parent(a) Except as provided in Section 9.2(b), the Issuers and the Trustee may amend amendments of this Indenture, the New Notes, any Note Guarantees or any Collateral Document may be made by the Issuer, the Parent Guarantor, the Subsidiary Guarantees Guarantors, the Trustee and with respect to any Collateral Document, the Escrow Agreement Peruvian Trustee and Collateral Agent, as the case may be, with the consent of the Issuers Holders of not less than a majority in aggregate principal amount of the outstanding New Notes, and the holders Holders of at least a majority in principal amount of the outstanding New Notes then outstanding voting as a single class and may waive future compliance by the Issuer, the Parent Guarantor or any past default or compliance Subsidiary Guarantor with any provisions hereof may be waived with provision of this Indenture, the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each caseNew Notes, including consents obtained in connection with a tender offer any Note Guarantee or exchange for the Notes). Howeverany Collateral Document; provided that no such modification or amendment may, without the consent of each holder of an outstanding Note affected, an amendment may notHolder directly and adversely affected thereby: (1i) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of the principal of, or any installment of interest on, any New Note,; (4ii) reduce the premium payable upon the redemption principal amount of, or premium, if any, or stated rate of interest on, any Note or New Note; (iii) change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness currency of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, or premium, if any, and or interest on such holder’s Note on or after on, any New Note; (iv) impair the due dates therefor or right to institute suit for the enforcement of any payment on or with respect to such holder’s Note,after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any New Note or Note Guarantees; (8) make v) reduce the above-stated percentage of outstanding New Notes the consent of whose Holders is necessary to modify or amend this Indenture, the New Notes, any change Note Guarantee or any Collateral Document; (vi) waive a default in the amendment payment of principal of, premium, if any, or interest on the Notes; (vii) release the Note Guarantee, except as provided in this Indenture; (viii) reduce the percentage or aggregate principal amount of outstanding New Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or in the any Collateral Documents or for waiver provisions which require each holder’s consent, of certain defaults; or (9ix) make any change with respect to or extend the Issuers’ obligations to redeem redemption date or reduce the Notes through a Special Mandatory Redemption that would materially adversely affect stated the holders redemption price of the New Notes from that stated in Section 3.3. (b) The Issuer’s or the Parent Guarantor’s obligation to make an offer to repurchase the New Notes as a result of a Change in Control Triggering Event may be waived or modified with the written consent of Holders of at least 67% in aggregate principal amount then outstanding. In addition, any amendment to, or waiver of, the provisions of this Indenture, the New Notes. It , any Note Guarantee or any Collateral Document that (i) releases any Subsidiary Guarantee or (ii) releases all or substantially all of the Collateral from the Liens securing the New Notes, shall not be necessary for require the consent of the holders under this Section 9.02 to approve the particular form Holders of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver at least 75% in accordance with the procedures aggregate principal amount of the DepositoryNew Notes then outstanding, except as provided in this Indenture. Amendments to any Collateral Documents will also require the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect consent of the validity of an amendment trustee under this Section 9.02the indenture governing the Existing Notes.

With Consent of the Holders. (a) The Parent, the Issuers Company and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees and New Intercreditor Agreement, the Escrow Existing Intercreditor Agreement or the Security Documents with the written consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in each case, connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). HoweverNotwithstanding the foregoing, without the consent of each holder Holder of an outstanding Note affected, an no amendment may notmay: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate the Notes or any Subsidiary Guarantee Note Guarantees to any other Indebtedness of the Issuers Company or any Subsidiary Note Guarantor, (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteNotes, (8) viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or (ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders. In addition, subject to the terms of the New Intercreditor Agreement and the Existing Intercreditor Agreement, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver may (i) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes, subject to the terms of the New Intercreditor Agreement and the Existing Intercreditor Agreement or (ii) make any change in the amendment provisions or in the waiver New Intercreditor Agreement, the Existing Intercreditor Agreement or this Indenture or any material change in the provisions which require in the Security Documents, in each holder’s consent, or (9) make any change case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption such Collateral that would materially adversely affect the holders Holders of the Notes. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuers, the Issuers Senior Note Guarantors and the Trustee may amend this Senior Notes Indenture, the Senior Notes, the Subsidiary Guarantees 2013 Intercreditor Agreement and the Escrow any Additional Intercreditor Agreement with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Senior Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Senior Notes). However) and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Senior Notes then outstanding; provided, however, that without the consent of each holder Holder of an outstanding Senior Note affected, an no amendment may notmay, among other things: (1i) reduce the amount of Senior Notes whose holders Holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Note, change the dates on time at which any such premium is payable upon redemption pursuant to Senior Note may be redeemed in accordance with Article III,III of this Senior Notes Indenture or Sections 5 or 6 of the Senior Notes; (5v) make any Senior Note payable in money other than that stated in such Senior Note,; (6vi) expressly subordinate the Senior Notes or any Subsidiary Guarantee to any other Indebtedness of any Issuer not otherwise permitted by this Senior Notes Indenture or make any change to the Issuers or subordination provisions set forth in Article XI of this Senior Notes Indenture applicable to any Subsidiary Guarantor,Senior Note Guarantee that adversely affects the rights of any Holder; (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Senior Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Senior Notes; (8) viii) make any change in Section 6.04 or the amendment proviso at the end of the first sentence of this Section 9.02; (ix) change the provisions of the 2013 Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the waiver provisions which require each holder’s consent, interests of the Holders in any material respect; or (9x) make any change with respect in Section 4.15 of this Senior Notes Indenture or Section 7 of the Senior Notes that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the Issuers’ obligations to redeem terms of the Senior Notes through or this Senior Notes Indenture in a Special Mandatory Redemption way that would materially adversely affect result in the holders loss of an exemption from any of the NotesTaxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any Senior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided, however, that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall include the United States. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable DTC procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers Issuer and the Trustee may amend this Indenture, the Notes, any Security Document, the Subsidiary Guarantees First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and the Escrow Agreement Junior Priority Intercreditor Agreements with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as (which consents may be obtained in connection with a single class tender offer or exchange offer for the Notes) and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including which consents may be obtained in connection with a tender offer or exchange offer for the Notes). HoweverNotwithstanding the foregoing, without the consent of each holder Holder of an outstanding Note affected, an no amendment may notmay: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate make any change in Section 6.07 or the Notes or any Subsidiary Guarantee to any other Indebtedness second sentence of the Issuers or any Subsidiary Guarantorthis Section 9.02, (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor, (ix) except as expressly permitted by this Indenture, modify the Guarantees in any manner adverse to the Holders, or (x) make any change in the amendment First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, the Junior Priority Intercreditor Agreements or the provisions or in this Indenture dealing with the waiver provisions which require each holder’s consent, or (9) make any change with respect to application of Trust proceeds of the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption Collateral that would materially adversely affect the Noteholders. Without the consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes), no amendment or waiver may release from the Lien of this Indenture and the Security Documents all or substantially all of the Collateral. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers and the Trustee Issuer may amend this IndentureNote Agreement or the Notes (i) so long as any New Investments Notes remain outstanding or obligations thereunder remain unpaid, the Notes, the Subsidiary Guarantees and the Escrow Agreement with the written consent of the Issuers and the holders of at least a majority in principal amount of the New Investments Notes then outstanding (excluding any New Investments Notes held by the Issuer or any Affiliate) voting as a single class and any past default (including consents obtained in connection with a tender offer or compliance with any provisions hereof may be waived exchange for the New Investments Notes), or (ii) thereafter, with the written consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in each caseconnection with a tender offer or exchange for the Notes and including consents received from the Issuer or any of its Affiliates), and any past default or compliance with any provisions may be waived with the written consent of (x) so long as any New Investments Notes remain outstanding or obligations thereunder remain unpaid, holder of at least a majority in principal amount of the New Investments Notes then outstanding (excluding any New Investments Notes held by the Issuer, Sponsor or any Affiliate) voting as a single class (including consents obtained in connection with a tender offer or exchange for the New Investments Notes), or (y) thereafter, the holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of (A) so long as any New Investments Notes remain outstanding or obligations thereunder remain unpaid, each holder of outstanding New Investments Notes or (B) thereafter each Holder of an outstanding Note affected, an amendment may not: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3 of this Note Agreement or Paragraph 5 of Appendix A of this Note Agreement, (5v) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7vi) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteNotes, (8) vii) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions, (viii) amend or modify any of the subordination provisions which require each holder’s consentof this Note Agreement or the related definitions in any manner adverse to the Holders of the Notes or any Guarantee thereof, or (9ix) make modify the Guarantees in any change with respect manner adverse to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the NotesHolders. It shall not be necessary for the consent of the holders Holders under this Section 9.02 or holders of New Investments Notes (if applicable) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, mail or otherwise deliver in accordance with the procedures of the Depository, electronically transmit (or cause to be mailed or electronically transmitted) to the holders Holder Agent and the Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuers, the Issuers Senior Note Guarantors and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees Senior Notes Indenture and the Escrow Agreement Senior Notes with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Senior Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Senior Notes). However) and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Senior Notes then outstanding; provided, however, that without the consent of each holder Holder of an outstanding Senior Note affected, an no amendment may notmay, among other things: (1i) reduce the amount of Senior Notes whose holders Holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Note, change the dates on time at which any such premium is payable upon redemption pursuant to Senior Note may be redeemed in accordance with Article III,III of this Senior Notes Indenture or Sections 5 or 6 of the Senior Notes; (5v) make any Senior Note payable in money other than that stated in such Senior Note,; (6vi) expressly subordinate the Senior Notes or any Subsidiary Senior Note Guarantee to any other Indebtedness of the Issuers any Issuer, BP I or any Subsidiary Guarantor,Senior Note Guarantor not otherwise permitted by this Senior Notes Indenture; (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Senior Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Senior Notes; (8) viii) make any change in Section 6.04 or the amendment provisions or in proviso at the waiver provisions which require each holder’s consent, end of the first sentence of this Section 9.02; (ix) [Reserved.]; or (9x) make any change with respect in Section 4.15 of this Senior Notes Indenture or Section 7 of the Senior Notes that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the Issuers’ obligations to redeem terms of the Senior Notes through or this Senior Notes Indenture in a Special Mandatory Redemption way that would materially adversely affect result in the holders loss of an exemption from any of the NotesTaxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any Senior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall include the United States. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable DTC procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. (a) The ParentIssuer, the Issuers Guarantors, the Collateral Agent and the Trustee may amend or supplement this Indenture, the NotesGuarantees, the Subsidiary Guarantees Securities and the Escrow Agreement Security Documents, and may waive any provision thereof, with the written consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes)Required Holders. However, without the consent of each holder Holder of an outstanding Note Security affected, an amendment amendment, supplement or waiver may not: (1i) reduce the amount of Notes Securities whose holders Holders must consent to an amendment,; (2ii) reduce the rate of or extend the stated time for payment of interest on any Note,Security; (3iii) reduce the principal of or change the Stated Maturity Date of any Note,Security; (4iv) reduce the premium payable upon the redemption of any Note Security or change the dates on time at which any such premium is payable upon redemption pursuant to Security may be redeemed in accordance with Article III,3 and the Securities; (5v) reduce the Change in Control Repurchase Price of any Security or amend or modify in any manner adverse to the Holders the Issuer’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (vi) make any Note Security payable in money a currency, or at a place of payment, other than that stated in such Note,the Security; (6vii) expressly subordinate the Notes Securities or any Subsidiary Guarantee Guarantees to any other Indebtedness indebtedness of the Issuers Issuer or any Subsidiary Guarantor,; (7viii) impair the contractual right of any holder Holder to receive payment of principal ofprincipal, premium, if any, premium and interest on such holderHolder’s Note Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Securities; (8) ix) make any change in to the amendment provisions or in the waiver provisions which require each holder’s consentof this Indenture; (x) modify any Guarantee in any manner adverse to the Holders or, other than in accordance with the provisions of this Indenture, eliminate any existing Guarantee of the Securities; or (9xi) make any change in the provisions of this Indenture dealing with respect to the Issuers’ obligations to redeem the application of proceeds of Notes through a Special Mandatory Redemption Collateral that would materially adversely affect the holders Holders of the NotesSecurities. It shall not be necessary for Without the consent of the holders Holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Notes Collateral from the Lien of this Indenture and the Security Documents. The consent of the Holders of Securities is not necessary under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be . It is sufficient if such consent approves the substance thereof. of the proposed amendment. (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers and the First Lien Trustee may amend this Indentureany of the Note Documents, and any past Default or compliance with any provisions of any of the NotesNote Documents may be waived, the Subsidiary Guarantees and the Escrow Agreement with the consent of the Issuers and the holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes)outstanding. However, without the consent of each holder of an outstanding Note affected, an no amendment may notor waiver may: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend or waive the time for payment of interest on any Note, or extend or waive the grace period with respect to the failure to pay interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption redemption, acceleration, or repurchase of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note (including principal, interest and any premium payable thereunder) payable in money other than that stated in such Note, (6) expressly (A) subordinate in right of payment the First Priority Notes or any Subsidiary Guarantee Obligations to any other Indebtedness of Issuer, the Issuers US Co-Issuer or any Subsidiary Guarantor,Guarantor (including, without limitation, any indebtedness Incurred under this Indenture) (including through permitting the Incurrence of any new First-Out Term Loans or Indebtedness that has the same lien and payment priority relative to the Notes as the First-Out Term Loans in each case other than any Increased Amount in respect thereof or as permitted pursuant to this Indenture as in effect immediately prior to giving effect to such waiver, amendment or modification) or (B) subordinate the Liens securing the Notes or any Guarantee to any other Liens securing Indebtedness of any Notes Party (including, without limitation, Liens Incurred under the Note Documents) except (a) Permitted Liens described in clauses (a) (to the extent such Lien secures Permitted Refinancing Indebtedness (or, in the case of obligations that are not Indebtedness, any refinancing) in respect of Indebtedness or obligations existing on the Issue Date, which Indebtedness or obligations were secured by Liens senior in priority to the Liens securing the First Priority Notes Obligations), (c) (including Liens securing Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to Section 4.03(b)(viii) which Indebtedness was secured by Liens senior in priority to the Liens securing the First Priority Notes Obligations), (i), (j), (v) or (z) of the definition of “Permitted Lien”, or (c) in accordance with a financing to one or more of the Issuer, the US Co-Issuer or any Guarantor pursuant to Section 364 of the Bankruptcy Code or any similar bankruptcy or insolvency law (so long as each holder of the Notes affected thereby shall have been provided with a bona fide opportunity to provide such other indebtedness on the same terms and conditions, including receipt of fees and other similar benefits on a pro rata basis based on outstanding principal amount of the Notes), subject to the terms of the Issue Date Intercreditor Agreement (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) except in accordance with paragraph (1) below, make any change in the amendment provisions of the Note Documents dealing with the application of proceeds of First Lien Collateral or the payment waterfall (including Section 2.01(a) of the Issue Date Intercreditor Agreement) that would, in either case, adversely affect the waiver holders of the Notes in any respect or amend the provisions which require each holder’s consentof the Note Documents in a manner that would by its terms alter the pro rata sharing of payments required thereby, or (9) make any change amend or modify the provisions of Section 3.01, Section 3.04, Section 3.05, Section 3.09 or Section 3.10, solely with respect to the Issuers’ obligations pro rata nature of any redemption, repurchase, offer, payment, application or sharing of payments described therein. Notwithstanding the foregoing, no amendment, supplement, modification or waiver may: (1) subject to redeem the Noteholder Participation Rights, without the consent of the Issuers and the holders of at least 66 2/3% in principal amount of the Notes through then outstanding, make any change to this Indenture and the other Note Documents (A) to permit the issuance of notes under this Indenture other than the Initial Notes or permit the Incurrence of any Indebtedness secured by any Liens on the First Lien Collateral ranking pari passu with the Liens securing the First Priority Note Obligations and (B) include appropriately the holders of such notes in the relevant provisions of this Indenture; provided, that any such notes shall be disregarded for purposes of determining compliance with any specified voting threshold if incurred substantially concurrently with any such determination or for the purpose of achieving a Special Mandatory Redemption specified voting threshold; or (2) except in accordance with Section 9.01 or paragraph (1) immediately above, without the consent of each holder of an outstanding Note, amend this Article IX or any other provision hereof specifying the number or percentage of holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; or In addition, no amendment, supplement or waiver may: (1) amend, modify, or waive the provisions of Section 12.02 or any other provision of this Indenture providing for the release of the Guarantees with respect to the Notes; (2) amend or modify the definition of “Unrestricted Subsidiary”; (3) amend or modify any other provision of this Indenture to permit the creation or existence of Unrestricted Subsidiaries, or any Restricted Subsidiary that would materially adversely affect be “unrestricted” or otherwise excluded from the requirements, taken as a whole, applicable to Restricted Subsidiaries pursuant to the Note Documents, not permitted by the terms of this Indenture without giving effect thereto; (4) amend or modify any provision of this Indenture to permit additional Investments (including Guarantees of Indebtedness of) in, Restricted Payments or Dispositions to any Unrestricted Subsidiary not permitted by the terms of this Indenture without giving effect thereto; and (5) permit any transfer of Material Intellectual Property by any Notes Party to any Restricted Subsidiary (other than a Notes Party) or any Unrestricted Subsidiary not permitted by the terms of this Indenture without giving effect thereto, in each case, without the consent of (A) the holders of at least 85% in aggregate principal amount of the Notes then outstanding, so long as any such amendment, modification or waiver is undertaken in good faith for the purpose of material tax efficiencies (and not to facilitate an external financing or exchange transaction), or (B) otherwise, each holder of the Notes. Notwithstanding the foregoing, this Indenture may be amended with the consent of holders of a majority in aggregate principal amount of the Notes then outstanding to permit Investments in Restricted Subsidiaries that are not Notes Parties to the extent not permitted as of the Issue Date. Notwithstanding anything herein to the contrary, with respect to any amendment, restatement, supplement, exchange, modification or waiver, the opportunity to participate on the same terms in such amendment, restatement, supplement, exchange, modification or waiver (and, in each case, the related transactions contemplated thereby) shall be offered on the same terms to each holder (and on the same or better terms as the terms offered to each lender under the Credit Agreement for any comparable amendment, supplement, modification or waiver of the Credit Agreement) (regardless of whether such holder’s consent would otherwise be required to effect such amendment, restatement, supplement, exchange, modification or waiver), including any amendment to permit or effectuate the issuance of notes under this Indenture other than the Initial Notes or permit the Incurrence of any Indebtedness secured by any Liens on the First Lien Collateral ranking pari passu with the Liens securing the First Priority Notes Obligations, and each holder shall have the right to participate in such amendment, restatement, supplement, exchange, modification or waiver (and, in each case, the related transactions contemplated thereby) on the same terms as each other holder (and the same or better terms as each lender under the Credit Agreement) and receive the same pro rata economics in such transaction and related transactions (including any fee, payment or other consideration including consent or backstop fees) paid to any holder (or any lender under the Credit Agreement) in any capacity (the requirement in this sentence, the “Noteholder Participation Rights”). This paragraph may not be amended without the approval of each holder of the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent(a) This Indenture, the Issuers Notes, the Guarantees, the Security Documents and/or the ABL/Cash Flow Intercreditor Agreement, as applicable, may be amended, and the Trustee may amend any past Default or compliance with any provisions of this Indenture, the Notes, the Subsidiary Guarantees and Guarantees, the Escrow Agreement Security Documents and/or the ABL/Cash Flow Intercreditor Agreement, as applicable, may be waived, with the consent of the Issuers Company and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes)class. However, without the consent of each holder of an outstanding Note affected, an no amendment may notor waiver may: (1) reduce the amount of Notes whose holders must consent to an amendment,; (2) reduce the rate of or extend the time for payment of interest on any Note,; (3) reduce the principal of or change the Stated Maturity (including the Springing Maturity Date, if earlier) of any Note,; (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III,; (5) make any Note payable in money other than that stated in such Note,; (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Company or any Subsidiary Guarantor,; or (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, orconsent or in the waiver provisions. (9b) make any change with respect to In addition, without the Issuers’ obligations to redeem consent of the holders of at least 66 2/3% in aggregate principal amount of the Notes through then outstanding, an amendment, supplement or waiver may not: (a) modify any Security Document or the provisions of this Indenture dealing with the Security Documents or application of trust moneys under the Security Documents, or (b) release a Special Mandatory Redemption that would Lien in the Security Documents securing the Notes on all or substantially all of the Collateral, or otherwise release any Collateral, in any manner materially adversely affect adverse to the holders of the Notes. , other than in accordance with this Indenture, the Security Documents and the ABL/Cash Flow Intercreditor Agreement; or (2) modify the ABL/Cash Flow Intercreditor Agreement in any manner materially adverse to the holders of the Notes other than in accordance with this Indenture, the Security Documents and the ABL/Cash Flow Intercreditor Agreement. (c) It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees and the Escrow Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuers, the Issuers and Trustee and/or the Trustee Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees Guarantees, the Security Documents and the Escrow First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an no amendment may notmay: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the Issuers’ obligations to redeem pro rata application of proceeds of Collateral in respect of the Notes through that results in the application of such proceeds in respect of the Notes on a Special Mandatory Redemption that would materially adversely affect less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers and the Trustee may amend this Indenture, the Notes, any Security Document, the Subsidiary Guarantees and New Intercreditor Agreement or the Escrow Existing Intercreditor Agreement with the written consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (which consents may be obtained in each case, including connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding voting as a single class (which consents may be obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder Holder of an outstanding Note affected, an amendment may not: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Notethe Notes, (3iii) reduce the principal of or change the Stated Maturity of any Notethe Notes, (4iv) reduce the premium amount payable upon the redemption of any Note the Notes or change the dates on which any such premium is payable upon redemption pursuant to time when the Notes may be redeemed in accordance with Article III3, (5v) make any Note the Notes payable in money other than that stated in such Notethe Notes, (6vi) expressly subordinate make any change in Section 6.07 or the Notes or any Subsidiary Guarantee to any other Indebtedness second sentence of the Issuers or any Subsidiary Guarantorthis Section 9.02, (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) viii) expressly subordinate the Notes or the Guarantees to any other Indebtedness of the Issuers or any Guarantor, (ix) modify the Guarantees in any manner adverse to the Holders, (x) make any change in the amendment New Intercreditor Agreement, the Existing Intercreditor Agreement or the provisions or in the waiver provisions which require each holder’s consentIndenture dealing with the application of Trust proceeds of the Collateral that would adversely affect the Noteholders, or (9xi) make any change with respect to in the Issuers’ obligations to redeem provisions described under Section 4.01(c) that adversely affects the rights of any Noteholder or amend the terms of the Notes through or the Indenture in a Special Mandatory Redemption way that would materially adversely affect result in the loss of an exemption from any of the Taxes described thereunder. Without the consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes), no amendment or waiver may release from the Lien of the Indenture and the Security Documents all or substantially all of the Collateral. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers and the Trustee may amend Notwithstanding Section 9.01 of this Indenture, the NotesIssuer, the Subsidiary Guarantees Guarantors, the Trustee and the Escrow Agreement Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any Security Document with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes Securities then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any past existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provisions hereof provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document may be waived with the consent of the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities (including Additional Securities, if any) voting as a single class (in each case, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the Notes)purposes of this Section 9.02. However, without the consent of each holder Holder of an outstanding Note Security affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder: (1i) reduce the principal amount of Notes such Securities whose holders Holders must consent to an amendment,, supplement or waiver; (2ii) reduce the principal of or change the fixed final maturity of any such Security or alter or waive the provisions with respect to the redemption of such Securities (other than provisions relating to Sections 4.09 and 4.14); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice; (iii) reduce the rate of or extend change the time for payment of interest on any Note,Security; (3iv) reduce waive a Default in the payment of principal of or change premium, if any, or interest on the Stated Maturity Securities, except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note,Guarantee which cannot be amended or modified without the consent of all affected Holders; (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5v) make any Note Security payable in money other than that stated in such Note,Security; (6vi) expressly subordinate make any change in the Notes or any Subsidiary Guarantee provisions of this Indenture relating to any other Indebtedness waivers of the Issuers or any Subsidiary Guarantor,past Defaults; (7vii) make any change to this Section 9.02 that is materially adverse to the Holders; (viii) impair the contractual right under this Indenture of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderXxxxxx’s Note,Securities; (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9ix) make any change with respect to or modify the Issuers’ obligations to redeem ranking of the Notes through a Special Mandatory Redemption Securities that would materially adversely affect the holders Holders; or (x) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the Noteslatest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, promptly mail or otherwise deliver send in accordance with the procedures of the Depository, Depositary to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers Issuer and the Trustee may may, with respect to each series of Notes, amend this Indenture, Indenture or the Notes, the Subsidiary Guarantees and the Escrow Agreement Notes of such series with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the written consent of the holders of at least a majority in principal amount of the Notes of such series and loans under the Senior Interim Loan Facility then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Note Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Note Guarantor,; (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Notes, or (8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions which require each holder’s consent, or (9) make except as expressly permitted by this Indenture, modify or release the Note Guarantee of any change with respect Significant Subsidiary in any manner adverse to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the Notes. In addition, without the consent of at least 75% in aggregate principal amount of Notes and loans under the Senior Interim Loan Facility then outstanding, an amendment, supplement or waiver may not (1) modify any provisions of this Indenture or Intercreditor Agreement dealing with the application of trust moneys in any manner materially adverse to the holders other than in accordance with this Indenture and the Intercreditor Agreement; or (2) modify the Intercreditor Agreement in any manner materially adverse to the holders other than in accordance with this Indenture and the Intercreditor Agreement. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers Issuer and the Trustee may amend this Indenture, the Notes, any Security Document, the Subsidiary Guarantees First Lien Intercreditor Agreement and the Escrow Agreement Junior Priority Intercreditor Agreements with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as (which consents may be obtained in connection with a single class tender offer or exchange offer for the Notes) and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including which consents may be obtained in connection with a tender offer or exchange offer for the Notes). HoweverNotwithstanding the foregoing, without the consent of each holder Holder of an outstanding Note affected, an amendment may not: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate make any change in Section 6.07 or the Notes or any Subsidiary Guarantee to any other Indebtedness second sentence of the Issuers or any Subsidiary Guarantorthis Section 9.02, (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor, (ix) except as expressly permitted by this Indenture, modify the Guarantees in any manner adverse to the Holders, or (x) make any change in the amendment First Lien Intercreditor Agreement, the Junior Priority Intercreditor Agreements or the provisions or in this Indenture dealing with the waiver provisions which require each holder’s consent, or (9) make any change with respect to application of Trust proceeds of the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption Collateral that would materially adversely affect the Noteholders. Without the consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes), no amendment or waiver may release from the Lien of this Indenture and the Security Documents all or substantially all of the Collateral. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuers, the Issuers Senior Note Guarantors and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees Senior Notes Indenture and the Escrow Agreement Senior Notes with the consent of the Issuers and the holders of at least a majority in principal amount of the Senior Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Senior Notes). However) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Notes then outstanding; provided, however, that without the consent of each holder of an outstanding Senior Note affected, an no amendment may notmay, among other things: (1i) reduce the amount of Senior Notes whose holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Note, change the dates on time at which any such premium is payable upon redemption pursuant to Senior Note may be redeemed in accordance with Article III,III of this Senior Notes Indenture or Sections 5 or 6 of the Senior Notes; (5v) make any Senior Note payable in money other than that stated in such Senior Note,; (6vi) expressly subordinate the Senior Notes or any Subsidiary Senior Note Guarantee to any other Indebtedness of the Issuers any Issuer, BP I or any Subsidiary Guarantor,Senior Note Guarantor not otherwise permitted by this Senior Notes Indenture; (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Senior Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Senior Notes; (8) viii) make any change in Section 6.04 or the amendment provisions or in proviso at the waiver provisions which require each holder’s consent, orend of the first sentence of this Section 9.02; (9ix) [Reserved.] (x) make any change with respect in Section 4.15 of this Senior Notes Indenture or Section 7 of the Senior Notes that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the Issuers’ obligations to redeem terms of the Senior Notes through or this Senior Notes Indenture in a Special Mandatory Redemption way that would materially adversely affect result in the holders loss of an exemption from any of the Notes. It shall not Taxes described thereunder that are required to be necessary for withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, Senior Note or any defect thereinSenior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall not impair or affect include the validity of an amendment under this Section 9.02United States.

With Consent of the Holders. The ParentIssuers, the Issuers Senior Secured Note Guarantors, the Trustee and the Trustee Collateral Agent may amend this Senior Secured Notes Indenture, the Senior Secured Notes, the Subsidiary Guarantees First Lien Intercreditor Agreement, the 2013 Intercreditor Agreement, Additional Intercreditor Agreements and the Escrow Agreement Security Documents and release any (but less than substantially all) of the Collateral with the consent of the Issuers and the holders of at least a majority in principal amount of the Senior Secured Notes then outstanding voting as a single class (including Additional Senior Secured Notes and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for Senior Secured Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding (including Additional Senior Secured Notes and consents obtained in connection with a tender offer or exchange for Senior Secured Notes). However; provided, however, that (x) if any such amendment or waiver will only affect one series of Senior Secured Notes (or less than all series of Senior Secured Notes) then outstanding under this Senior Secured Notes Indenture, then only the consent of the Holders of a majority in principal amount of the Senior Secured Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for Senior Secured Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Senior Secured Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Senior Secured Notes, then the consent of the Holders of not less than a majority in principal amount of the Senior Secured Notes of such series then outstanding (including, in each case, consent obtained in connection with a tender offer or exchange offer for Senior Secured Notes) shall be required; provided further, however, that without the consent of each holder of an outstanding Senior Secured Note affected, an no amendment may notmay, among other things: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, (a) With the Issuers and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees and the Escrow Agreement with the written consent of the Issuers and the holders Holders of not less than at least a majority in principal amount of the Securities delivered to the Company and the Trustee or the Notes then outstanding voting Collateral Agent, as applicable, the Company, when authorized by a single class resolution of the Board of Directors of the Company, and any past default the Trustee may enter into an indenture or compliance with indentures supplemental hereto, or amendments to this Indenture for the purpose of adding any provisions hereof may be waived with the consent to or changing in any manner or eliminating any of the holders provisions of at least a majority this Indenture, the Securities or the Guarantees or of modifying in principal amount any manner the rights of the Notes then outstanding voting as a single class (in each caseHolders under this Indenture, including consents obtained in connection with a tender offer the Securities, the Security Documents or exchange for the Notes). HoweverGuarantees; provided, however, that no such supplemental indenture shall, without the consent of each holder of an outstanding Note affected, an amendment may notHolder affected thereby: (1i) change the Stated Maturity or reduce the principal amount of Notes whose holders must consent to an amendment, (2) reduce or the rate of interest, or extend the time for payment of interest on of the Securities or any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note the Securities, or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or after the due date thereof (including, in the case of redemption, on or after the redemption date), or alter any redemption provisions in a manner adverse to the Holders of the Securities or release any Subsidiary Guarantor under any Subsidiary Guarantee (except in accordance with respect to such holder’s Note,the terms of this Indenture or the Subsidiary Guarantee); (8) make ii) reduce the percentage in principal amount of the Securities where the consent of the Holder is required for any change such amendment, supplemental indenture or waiver as provided for in the amendment provisions or in this Indenture; or (iii) modify any of the waiver provisions of this Indenture, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security which would be affected. Notwithstanding the requirements of Section 9.02(a), 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 Securities or otherwise modifies the Intercreditor Agreements or other Security Documents in any manner that is not contemplated thereunder or this Indenture will require each holder’s consent, or (9) make any change with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect consent of the holders of at least 66.6% in aggregate principal amount of either (i) the NotesSecurities or (ii) the Securities and the other CF Debt Obligations then outstanding, voting together. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers Issuer and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees and the Escrow Agreement and any past Default or compliance with any provisions of this Indenture, the Notes, the Guarantees and the Escrow Agreement may be waived, with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes)class. However, without the consent of each holder of an outstanding Note affected, an no amendment may notor waiver may: (1a) reduce the amount of Notes whose holders must consent to an amendment,; (2b) reduce the rate of or extend the time for payment of interest on any Note,; (3c) reduce the principal of or change the Stated Maturity of any Note,; (4d) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant Note may be redeemed in accordance with Article III (other than provisions relating to Article III,notice periods); (5e) make any Note payable in money other than that stated in such Note,; (6f) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor,; (7g) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes); (8) h) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, orconsent or in the waiver provisions; (9i) release proceeds from the Escrow Account in any manner or at any time other than as set forth under Section 4.17 hereof; (j) make any change to the provisions in this Indenture with respect to the Issuers’ obligations Escrow Issuer’s obligation to redeem the Notes through a Special Mandatory Redemption in a manner that would materially adversely affect the holders of the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers and the Trustee may amend this This Indenture, the NotesNotes and the Guarantees and, subject to the terms of the Collateral Trust Agreement and the Intercreditor Agreement, as applicable, the Subsidiary Guarantees Security Documents and the Escrow Intercreditor Agreement may be amended or supplemented with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as (including, without limitation, consents obtained in connection with a single class purchase of, or tender offer or exchange offer for, Notes), and any past existing default or compliance with any provisions hereof provision of this Indenture, the Notes and the Guarantees and, subject to the terms of the Collateral Trust Agreement and the Intercreditor Agreement, as applicable, the Security Documents or the Intercreditor Agreement may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class Notes (in each caseincluding, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, Notes). However, without the consent of each holder Holder of an outstanding Note affected, an amendment amendment, supplement or waiver of this Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreement may not:not (with respect to any Notes held by a non-consenting Holder): (1i) reduce the principal amount of Notes whose holders Holders must consent to an amendment,, supplement or waiver; (2ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than pursuant to Sections 4.06 or 4.08 hereof); (iii) reduce the rate of or extend change the time for payment of interest on any Note,; (3iv) reduce waive a Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of or change the Stated Maturity Notes and a waiver of any Note,the payment default that resulted from such acceleration); (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5v) make any Note payable in money other than that stated in such Note,the Notes; (6vi) expressly modify the Guarantees in any manner that would adversely affect the Holders; (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; (viii) waive a redemption payment with respect to any Note (other than a payment required by Section 4.06 or 4.08 hereof); (ix) except as permitted by this Indenture, the Security Documents, the Intercreditor Agreement and the Collateral Trust Agreement, release any Guarantee or any Lien on all or substantially all of the Collateral; (x) subordinate the Notes or any Subsidiary Guarantee in right of payment to any other Indebtedness of the Issuers or any Subsidiary Guarantor,Indebtedness; or (7xi) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change in the preceding amendment provisions or in and waiver provisions. In addition, without the waiver provisions which require each holder’s consent, or (9) make any change with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect consent of the holders of at least 66-2/3% of the principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment, supplement or waiver may (1) modify any Security Document or the provisions in this Indenture dealing with Security Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the Holders or otherwise release any Collateral other than in accordance with this Indenture, the Security Documents, the Intercreditor Agreement and the Collateral Trust Agreement; or (2) modify the Intercreditor Agreement and the Collateral Trust Agreement in any manner adverse to the holders in any material respect other than in accordance with the terms of this Indenture, the Security Documents, the Intercreditor Agreement and the Collateral Trust Agreement. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers Issuer and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees Guarantees, the Intercreditor Agreements and the Escrow Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived Security Documents with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consentconsent or in the waiver provisions, or (9) make any change in the provisions dealing with respect to the Issuers’ obligations to redeem pro rata application of proceeds of Collateral in the Notes through a Special Mandatory Redemption Intercreditor Agreements or this Indenture that would materially adversely affect the holders of the Notes. Except as expressly provided by this Indenture, without the consent of holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment may modify or release the Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66.67% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The ParentIssuer, the Issuers Collateral Agent, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees Securities and the Escrow Agreement Security Documents, and may waive any provision thereof (including the provisions of Section 4.08 and Section 4.22), with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes Securities then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange offer for the NotesSecurities). However, without the consent of each holder Holder of an outstanding Note Security affected, an amendment amendment, supplement or waiver may not: (1i) reduce the amount of Notes Securities whose holders Holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Note,Security; (3iii) reduce the principal of or change the Stated Maturity of any Note,Security (or reduce the amount of any payment of any installment of principal or change the due date in respect of the payment of any installment of principal) or reduce any fee payable under this Indenture calculated with reference to the principal of the Securities or change the due date therefor; (4iv) reduce the premium payable upon the redemption or repurchase of any Note Security or change the dates on time at which any such premium is payable upon redemption pursuant to Security may be redeemed or repurchased in accordance with Article III,3, Section 4.08 or Section 4.22; (5v) make any Note Security payable in money currency other than that stated in such Note,Security; (6vi) expressly subordinate the Notes Securities or any Subsidiary Guarantee Guarantees in right of payment to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor,Guarantor or adversely affect the priority of any Liens securing the Securities and the Guarantees; (7vii) impair the contractual right of any holder Holder to receive payment of principal of, of or premium, if any, and interest on such holderHolder’s Note Securities on or after the due dates (or the due date in respect of the payment of any installment of principal) therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities or to receive any fee payable under this Indenture calculated with reference to the principal of the Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on thereon or with respect to such holder’s Note,thereto; (8) viii) make any change in Section 6.04 or the second sentence of this Section 9.02; (ix) modify any Guarantees in any manner adverse to the Holders; or (x) make any change in the amendment provisions in this Indenture dealing with the application of proceeds of Collateral that would adversely affect the Holders of the Securities. Without the consent of the Holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment, supplement or in waiver may release all or substantially all of the waiver provisions which require each holder’s consent, or (9) make any change Collateral from the Liens of this Indenture and the Security Documents with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the NotesSecurities. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient amendment if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the holders Holders a written notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers and the First Lien Trustee may amend this Indentureany of the Note Documents, and any past Default or compliance with any provisions of any of the NotesNote Documents may be waived, the Subsidiary Guarantees and the Escrow Agreement with the consent of the Issuers and the holders of at least a majority 66 2/3% in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes)outstanding. However, without the consent of each holder of an outstanding Note affected, an no amendment may notor waiver may: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate in right of payment the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers an Issuer or any Subsidiary GuarantorGuarantor (including, without limitation, any indebtedness incurred under this Indenture) or expressly subordinate the Liens securing the Notes or any Guarantee to any other Liens (including, without limitation, Liens incurred under the Note Documents) except (a) Permitted Liens securing Indebtedness incurred pursuant to Section 4.03(b)(iv), to the extent such Liens encumber assets either (I) the acquisition, lease, construction, repair, replacement or improvement of which was financed by such Indebtedness (and accessions and additions thereto (including customary security deposits)) or (II) subject to such Sale/Leaseback Transaction (and any accessions and additions thereto (including customary security deposits)), (b) Permitted Liens granted pursuant to clause (20) of the definition thereof (to the extent the Liens securing the obligations being refinanced, refunded, extended, renewed or replaced were senior in priority to the Liens securing the Notes or any Guarantee) and (c) as contemplated by the Intercreditor Agreements as in effect on the date hereof, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions of the Note Documents dealing with the application of proceeds of First Lien Collateral that would adversely affect the holders of the Notes in any material respect or amend the provisions of the Note Documents in a manner that would by its terms alter the waiver provisions which require each holder’s consentpro rata sharing of payments required thereby, or (9) make any change in the amendment provisions which require consent of each holder of a Note or in the waiver provisions as they relate to the Notes. Notwithstanding the foregoing, no amendment or waiver may: (1) without the consent of the Issuers and the holders of at least 75% in principal amount of the Notes then outstanding make any change to this Indenture to permit the issuance of notes under this Indenture other than the Initial Notes, (2) except in accordance with Section 9.01, without the consent of each holder of an outstanding Note, amend Section 9.02 or any other provision hereof specifying the number or percentage of holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, or (3) without the consent of each holder of an outstanding Note, amend or waive Section 9.07. Except for any release contemplated by this Indenture, without the consent of the holders of at least 75% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may release all or substantially all of the First Lien Collateral from the Lien of this Indenture and the First Lien Collateral Documents with respect to the Issuers’ obligations to redeem Notes and Guarantees. In addition, except for any release contemplated by this Indenture, without the Notes through a Special Mandatory Redemption that would materially adversely affect consent of the holders of at least 75% in principal amount of the NotesNotes then outstanding, no amendment, supplement or waiver may release the Guarantee with respect to the Notes of one or more Guarantors that individually or in the aggregate had (i) assets, as of the last day of the fiscal quarter of the Parent most recently ended, in excess of 75 % of the assets of the Issuers and all Guarantors, taken as a whole, as of such date or (ii) EBITDA for the last four fiscal quarter period of the Parent most recently ended, in excess of 75% of the EBITDA of the Issuers and all Guarantors, taken as a whole, for such period. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The ParentIssuers, the Issuers Senior Secured Note Guarantors, the Trustee and the Trustee Collateral Agent may amend this Senior Secured Notes Indenture, the Senior Secured Notes, the Subsidiary Guarantees First Lien Intercreditor Agreement, the 2007 Intercreditor Agreement, Additional Intercreditor Agreements and the Escrow Agreement Security Documents with the consent of the Issuers and the holders of at least a majority in principal amount of the Senior Secured Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Senior Secured Notes). However) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding; provided, however, that without the consent of each holder of an outstanding Senior Secured Note affected, an no amendment may notmay, among other things: (1i) reduce the amount of Senior Secured Notes whose holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Secured Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Secured Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Secured Note, change the dates on time at which any such premium is payable upon redemption pursuant to Senior Secured Note may be redeemed in accordance with Article III,III of this Senior Secured Notes Indenture or Sections 5 or 6 of the Senior Secured Notes; (5v) make any Senior Secured Note payable in money other than that stated in such Senior Secured Note,; (6vi) expressly subordinate the Senior Secured Notes or any Subsidiary Senior Secured Note Guarantee to any other Indebtedness of the Issuers any Issuer, BP I or any Subsidiary Guarantor,Senior Secured Note Guarantor not otherwise permitted by this Senior Secured Notes Indenture; (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Senior Secured Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Senior Secured Notes; (8) viii) make any change in Section 6.04 or the amendment provisions or in proviso at the waiver provisions which require each holder’s consent, orend of the first sentence of this Section 9.02; (9ix) change the provisions of the First Lien Intercreditor Agreement or the 2007 Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the interests of the Holders in any material respect; (x) make any change with respect in Section 4.15 of this Senior Secured Notes Indenture or Section 7 of the Senior Secured Notes that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the Issuers’ obligations to redeem terms of the Senior Secured Notes through or this Senior Secured Notes Indenture in a Special Mandatory Redemption way that would materially adversely affect result in the holders loss of an exemption from any of the Notes. It shall not Taxes described thereunder that are required to be necessary for withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, Senior Secured Note or any defect thereinSenior Secured Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall not impair or affect include the validity of an amendment under this Section 9.02United States.

With Consent of the Holders. (a) The Parent, the Issuers Issuer and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees Guarantees, the Intercreditor Agreement and the Escrow Agreement Security Documents with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor, except as contemplated in the Intercreditor Agreement, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, orconsent or in the waiver provisions, (9) make any change in the provisions in the Intercreditor Agreement or this Indenture dealing with respect the application of proceeds of Collateral to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption Obligations that would materially adversely affect the holders of the Notes, or (10) except as expressly permitted by this Indenture, the Guarantees or the Security Documents, modify or release the Guarantee of Holdings or any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding, except as provided in the Intercreditor Agreement, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The ParentIssuers, the Issuers Senior Note Guarantors and the Trustee may amend this Senior Notes Indenture, the Notes, the Subsidiary Guarantees Escrow Agreement and the Escrow Agreement Senior Notes with the consent of the Issuers and the holders of at least a majority in principal amount of the Senior Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Senior Notes). However) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Notes then outstanding; provided, however, that without the consent of each holder of an outstanding Senior Note affected, an no amendment may notmay, among other things: (1i) reduce the amount of Senior Notes whose holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Note, change the dates on time at which any such premium is payable upon redemption pursuant to Senior Note may be redeemed in accordance with Article III,III of this Senior Notes Indenture or Sections 5 or 6 of the Senior Notes; (5v) make any Senior Note payable in money other than that stated in such Senior Note,; (6vi) expressly subordinate the Senior Notes or any Subsidiary Senior Note Guarantee to any other Indebtedness of the Issuers any Issuer, BP I or any Subsidiary Guarantor,Senior Note Guarantor not otherwise permitted by this Senior Notes Indenture; (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Senior Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Senior Notes; (8) viii) make any change in Section 6.04 or the proviso at the end of the first sentence of this Section 9.02; (ix) [Reserved.]; or 124 (x) make any change in Section 4.15 of this Senior Notes Indenture or Section 7 of the Senior Notes that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Notes or this Senior Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any Senior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall include the United States. (b) Subject to the terms of Section 9.02(a) (including clauses (i) through (x) thereof), without the consent of the holders of 90% in principal amount of the Senior Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer or exchange for the Senior Notes), an amendment or waiver may not: (i) change the provisions applicable to the special mandatory redemption of any Senior Note as set forth in Section 3.09; or (ii) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption Escrow Agreement that would materially adversely affect the holders of the NotesHolders. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable DTC procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. (a) The ParentIssuers, the Issuers Guarantors (as applicable) and the Trustee may amend this Indenturethe Secured Notes Intercreditor Agreement, the NotesFirst-Priority Intercreditor Agreement, the Subsidiary Guarantees Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement and the Escrow Agreement Note Documents with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes Securities then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the NotesSecurities). However, without the consent of each holder Holder of an outstanding Note Security affected, an amendment may not: (1i) reduce the amount of Notes Securities whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any NoteSecurity, (3iii) reduce the principal of or change the Stated Maturity of any NoteSecurity, (4iv) reduce the premium payable upon the redemption of any Note Security or change the dates on time at which any such premium is payable upon redemption pursuant to Security may be redeemed in accordance with Article III3, (5v) make any Note Security payable in money other than that stated in such NoteSecurity, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7vi) impair the contractual right of any holder Holder to receive payment of principal of, of or premium, if any, and interest on such holderHolder’s Note Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteSecurities, (8) vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, (viii) except as expressly permitted by this Indenture, modify any Note Guarantees in any manner adverse to the Holders, (ix) expressly subordinate the Securities or any Note Guarantee in right of payment to any other Indebtedness of the Issuers or any Guarantor, or (x) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change Security Documents or this Indenture dealing with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption application of proceeds of Collateral that would materially adversely affect the holders of the NotesSecurities. Subject to Section 11.04, without the consent of the holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuers, the Issuers Trustee and the Trustee Notes Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees Guarantees, the Intercreditor Agreements and the Escrow Agreement Security Documents with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting together as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any related Subsidiary Guarantee to any other Indebtedness of the Issuers an Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change in the provisions dealing with respect to the Issuers’ obligations to redeem application of proceeds of Collateral in the Notes through a Special Mandatory Redemption Intercreditor Agreements or this Indenture that would materially adversely affect the holders of the Notes. Except as expressly provided by this Indenture, without the consent of holders of at least 66.67% in principal amount of Notes then outstanding, no amendment may modify or release the Subsidiary Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the holders of at least 66.67% in an aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The ParentCompany, the Issuers Trustee and the Trustee Notes Collateral Agent may amend this Indenture, the Notes, any Security Document or the Subsidiary Guarantees and the Escrow Intercreditor Agreement with the written consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in each case, connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes); provided, however, that the Company has delivered to the Trustee (and to the Notes Collateral Agent, if applicable) an Opinion of Counsel and an Officer’s Certificate, each reasonably satisfactory to the Trustee and each stating that such amendment or supplement complies with the provisions of this Section 9.02 and covering the matters set forth in Sections 13.04 and 13.05. However, without the consent of each holder Holder of an outstanding Note affected, an amendment may not: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate make any change in Section 6.04, 6.07 or the Notes or any Subsidiary Guarantee to any other Indebtedness second sentence of the Issuers or any Subsidiary Guarantorthis Section 9.02, (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteNotes, (8) viii) expressly subordinate the Notes or any Guarantee in right of payment to any other Indebtedness of the Company or any Guarantor, or (ix) except as expressly provided by this Indenture, release all or substantially all of the Guarantees. Without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, (i) except as expressly provided in this Indenture, no amendment or waiver may modify the Guarantees in any manner adverse to the Holders, (ii) except as provided in the Intercreditor Agreement, no amendment or waiver may release from the Lien of this Indenture and the Security Documents all or substantially all of the Collateral and (iii) no amendment or waiver may make any change in the amendment Intercreditor Agreement or the provisions or in this Indenture, in each case dealing with the waiver provisions which require each holder’s consent, or (9) make any change with respect to application of trust proceeds of the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption Collateral that would materially adversely affect the holders of Noteholders (other than as expressly provided in the NotesIntercreditor Agreement, the Security Documents or this Indenture). It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. (c) In determining whether the holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlled by the Company or any Guarantor, shall be considered as though not outstanding.

With Consent of the Holders. (a) The ParentIssuers, the Issuers Senior Secured Note Guarantors, the Trustee and the Trustee Collateral Agent may amend this Senior Secured Notes Indenture, the Senior Secured Notes, the Subsidiary Guarantees First Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, Additional Intercreditor Agreements and the Escrow Agreement Security Documents with the consent of the Issuers and the holders of at least a majority in principal amount of the Senior Secured Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Senior Secured Notes). However) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding; provided, however, that without the consent of each holder of an outstanding Senior Secured Note affected, an no amendment may notmay, among other things: (1i) reduce the amount of Senior Secured Notes whose holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Secured Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Secured Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Secured Note, change the dates on time at which any such premium is payable upon redemption pursuant to Senior Secured Note may be redeemed in accordance with Article III,III of this Senior Secured Notes Indenture or Sections 5 or 6 of the Senior Secured Notes; (5v) make any Senior Secured Note payable in money other than that stated in such Senior Secured Note,; (6vi) expressly subordinate the Senior Secured Notes or any Subsidiary Senior Secured Note Guarantee to any other Indebtedness of the Issuers any Issuer, BP I or any Subsidiary Guarantor,Senior Secured Note Guarantor not otherwise permitted by this Senior Secured Notes Indenture; (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Senior Secured Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Senior Secured Notes; (8) viii) make any change in Section 6.04 or the amendment proviso at the end of the first sentence of this Section 9.02; (ix) change the provisions of the First Lien Intercreditor Agreement or the 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the waiver provisions which require each holder’s consent, interests of the Holders in any material respect; or (9x) make any change with respect in Section 4.15 of this Senior Secured Notes Indenture or Section 7 of the Senior Secured Notes that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the Issuers’ obligations to redeem terms of the Senior Secured Notes through or this Senior Secured Notes Indenture in a Special Mandatory Redemption way that would materially adversely affect result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Secured Note or any Senior Secured Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall include the United States. (b) Without the consent of the holders of the requisite percentage of the aggregate principal amount of the Senior Secured Notes then outstanding required by the Trust Indenture Act (which consents may be obtained in connection with a tender offer or exchange offer for the Senior Secured Notes), no amendment or waiver may release from the Lien of this Senior Secured Notes Indenture and the Security Documents all or substantially all of the Collateral; provided, however, that if any such amendment or waiver disproportionately adversely affects one series of Senior Secured Notes, such amendment or waiver shall also require the consent of the holders of at least the requisite percentage of the aggregate principal amount of such adversely affected series of Senior Secured Notes required by the Trust Indenture Act (which consents may be obtained in connection with a tender offer or exchange offer for the Senior Secured Notes). It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable DTC procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuers, the Issuers First-Priority Collateral Agent and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees Guarantees, the Security Documents and the Escrow First Lien Intercreditor Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions hereof of this Indenture may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment,; (2) reduce the rate of or extend the time for payment of interest on any Note,; (3) reduce the principal of or change the Stated Maturity of any Note,; (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III,; (5) make any Note payable in money other than that stated in such Note,; (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers an Issuer or any Subsidiary Guarantor,; (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,; (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, consent or in the waiver provisions; or (9) make any change to the provisions of this Indenture, the First Lien Intercreditor Agreement or the Security Documents with respect to the Issuers’ obligations to redeem pro rata application of proceeds of Collateral in respect of the Notes through required thereby in a Special Mandatory Redemption manner that would materially adversely affect by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the holder of such Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in an aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuers, the Issuers Senior Note Guarantors and the Trustee may amend this Senior Subordinated Notes Indenture, the Senior Subordinated Notes, the Subsidiary Guarantees 2013 Intercreditor Agreement and the Escrow any Additional Intercreditor Agreement with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Senior Subordinated Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Senior Subordinated Notes). However) and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Senior Subordinated Notes then outstanding; provided, however, that without the consent of each holder Holder of an outstanding Senior Note affected, an no amendment may notmay, among other things: (1i) reduce the amount of Senior Subordinated Notes whose holders Holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Subordinated Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Subordinated Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Subordinated Note, change the dates on time at which any such premium is payable upon redemption pursuant to Senior Subordinated Note may be redeemed in accordance with Article III,III of this Senior Subordinated Notes Indenture or Sections 5 or 6 of the Senior Subordinated Notes; (5v) make any Senior Subordinated Note payable in money other than that stated in such Senior Subordinated Note,; (6vi) expressly subordinate make any change to the subordination provisions set forth in Article XI of this Senior Subordinated Notes or Indenture that adversely affects the rights of any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor,Holder; (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Senior Subordinated Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Senior Subordinated Notes; (8) viii) make any change in Section 6.04 or the amendment proviso at the end of the first sentence of this Section 9.02; (ix) change the provisions of the 2013 Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the waiver provisions which require each holder’s consent, interests of the Holders in any material respect; or (9x) make any change with respect in Section 4.15 of this Senior Subordinated Notes Indenture or Section 7 of the Senior Subordinated Notes that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the Issuers’ obligations to redeem terms of the Senior Subordinated Notes through or this Senior Subordinated Notes Indenture in a Special Mandatory Redemption way that would materially adversely affect result in the holders loss of an exemption from any of the NotesTaxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Subordinated Note or any Subordinated Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided, however, that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall include the United States. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. No amendment may be made to the subordination provisions of this Senior Subordinated Notes Indenture that adversely affects the rights of any holder of Senior Indebtedness of the Issuers or any Senior Indebtedness or Senior Subordinated Indebtedness of any Subordinated Guarantor then outstanding unless the holders of such Senior Indebtedness or Senior Subordinated Indebtedness (or their Representative) consent to such change. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable DTC procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers and the Trustee may amend this Indenture, the Notes, any Security Document or the Subsidiary Guarantees and the Escrow Intercreditor Agreement with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as (including consents obtained in connection with a single class tender offer or exchange for the Notes) and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder Holder of an outstanding Note affected, an amendment may not: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate make any change in Section 6.07 or the Notes or any Subsidiary Guarantee to any other Indebtedness second sentence of the Issuers or any Subsidiary Guarantorthis Section 9.02, (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuers or any Guarantor, (ix) modify the Guarantees in any manner adverse to the Holders, (x) make any change in the amendment Escrow Agreement or the Intercreditor Agreement or the provisions or in the waiver Indenture dealing with the application of Trust proceeds of the Collateral that would adversely affect the Noteholders, (xi) make any change in the provisions which require each holder’s consentdescribed under Section 4.01(c) that adversely affects the rights of any Noteholder or amend the terms of such Notes or the Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder, or (9xii) make any change with respect the provisions applicable to the Issuers’ obligations to redeem redemption of any Notes as set forth in Section 3.10 or Paragraph 6 of the Notes through a Special Mandatory Redemption that would materially adversely affect Notes. Without the consent of the holders of at least two-thirds in aggregate principal amount of the NotesNotes then outstanding, no amendment or waiver may release from the Lien of the Indenture and the Security Documents all or substantially all of the Collateral. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers and the Trustee may amend Notwithstanding Section 9.01 of this Indenture, the NotesIssuer, the Subsidiary Guarantees Guarantors, the Trustee and the Escrow Agreement Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any Security Document with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes Securities then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any past existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provisions hereof provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document may be waived with the consent of the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities (including Additional Securities, if any) voting as a single class (in each case, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or its Affiliates. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the Notes)purposes of this Section 9.02. However, without the consent of each holder Holder of an outstanding Note Security affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder: (1i) reduce the principal amount of Notes such Securities whose holders Holders must consent to an amendment,, supplement or waiver; (2ii) reduce the principal of or change the fixed final maturity of any such Security or alter or waive the provisions with respect to the redemption of such Securities (other than provisions relating to Sections 4.06 and 4.08); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice; (iii) reduce the rate of or extend change the time for payment of interest on any Note,Security; (3iv) reduce waive a Default in the payment of principal of or change premium, if any, or interest on the Stated Maturity Securities, except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note,Guarantee which cannot be amended or modified without the consent of all affected Holders; (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5v) make any Note Security payable in money other than that stated in such Note,Security; (6vi) expressly subordinate make any change in the Notes or any Subsidiary Guarantee provisions of this Indenture relating to any other Indebtedness waivers of the Issuers or any Subsidiary Guarantor,past Defaults; (7vii) make any change to this Section 9.02 that is materially adverse to the Holders; (viii) impair the contractual right under this Indenture of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Securities; (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9ix) make any change with respect to or modify the Issuers’ obligations to redeem ranking of the Notes through a Special Mandatory Redemption Securities that would materially adversely affect the holders Holders; or (x) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the Noteslatest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, promptly mail or otherwise deliver send in accordance with the procedures of the Depository, Depositary to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. Notwithstanding anything herein to the contrary, without the consent of the Holders of at least 66 2/3% in principal amount of the Securities then outstanding, no amendment, supplement or waiver may release all or substantially all of the Collateral other than in accordance with this Indenture, the Intercreditor Agreements and the Security Documents.

With Consent of the Holders. The Parent, the Issuers and the Second Lien Trustee may amend this Indentureany of the Note Documents, and any past Default or compliance with any provisions of any of the NotesNote Documents may be waived, the Subsidiary Guarantees and the Escrow Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes)outstanding. However, without the consent of each holder of an outstanding Note affected, an no amendment may notor waiver may: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers an Issuer or any Subsidiary GuarantorGuarantor (other than as contemplated herein with respect to the Cadence IP Licensee), (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Notes, or (8) make any change in the amendment provisions or of the Note Documents dealing with the application of proceeds of Second Lien Collateral that would adversely affect the holders of the Notes in the waiver provisions which require each holder’s consentany material respect, or (9) make any change in the amendment provisions which require consent of each holder of a Note or in the waiver provisions as they relate to the Notes. Without the consent of the holders of at least 66 2/3% in principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Second Lien Collateral from the Lien of this Indenture and the Second Lien Collateral Documents with respect to the Issuers’ obligations to redeem Notes. In addition, except for any release contemplated hereby, without the Notes through a Special Mandatory Redemption that would materially adversely affect consent of the holders of at least 66 2/3% in principal amount of the NotesNotes then outstanding, no amendment, supplement or waiver may release the Guarantee with respect to the Notes of one or more Guarantors that individually or in the aggregate had (i) assets, as of the last day of the fiscal quarter of the Parent most recently ended, in excess of 75% of the assets of the Issuers and all Guarantors, taken as a whole, as of such date or (ii) EBITDA for the last four fiscal quarter period of the Parent most recently ended, in excess of 75% of the EBITDA of the Issuers and all Guarantors, taken as a whole, for such period. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The ParentIssuer, the Issuers and Guarantors, the Trustee and, if applicable, the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees any Security Document and the Escrow Agreement Junior Priority Intercreditor Agreements with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as (which consents may be obtained in connection with a single class tender offer or exchange offer for the Notes) and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including which consents may be obtained in connection with a tender offer or exchange offer for the Notes). HoweverNotwithstanding the foregoing, without the consent of each holder Holder of an outstanding Note affected, an no amendment may notmay: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5v) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7vi) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) vii) make any change in Section 6.07 or the amendment provisions second sentence of this Section 9.02, (viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor, (ix) except as expressly permitted by this Indenture, modify the Guarantees in any manner adverse to the waiver provisions which require each holder’s consentHolders, or (9x) make any change to the provisions of the Junior Priority Intercreditor Agreements or the provisions of this Indenture with respect to the Issuers’ obligations to redeem pro rata application of proceeds of Collateral in respect of the Notes through required thereby in a Special Mandatory Redemption manner that would materially adversely affect by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such Note. Without the consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes), no amendment or waiver may release from the Lien of this Indenture and the Security Documents all or substantially all of the Collateral. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, send to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. SECTION 9.03. [Intentionally Omitted].

With Consent of the Holders. The ParentIssuer, the Issuers Trustee and the Trustee First-Priority Collateral Agent, as applicable, may amend this Indenture, the Notes, the Holdings Guarantee, the Subsidiary Guarantees Guarantees, the Security Documents and the Escrow First Lien Intercreditor Agreement with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or waive, forgive, defer, extend or postpone the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium (including, for the avoidance of doubt, the Applicable Premium, if any) payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premiumpremium (including, for the avoidance of doubt, the Applicable Premium, if any), if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, (9) amend, modify or waive, (x) Section 4.15 or the definition of “Material Intellectual Property”, (y) clause (C) of the last proviso set forth in Section 4.03(b)(xiv) or the last sentence of the fifth to last paragraph of Section 4.03 or (z) the proviso set forth at the end of Section 12.02(b), (10) effect, directly or indirectly, any waiver, amendment or modification that contractually subordinates, or has the effect of subordinating, (x) the Liens on any Collateral securing the Notes Obligations (other than Notes Obligations secured by Liens on Collateral that rank junior to the Liens thereon securing the Notes) or (y) the Notes Obligations in right of payment to any other Indebtedness except, in each case, (A) pursuant to a transaction in which participation in such other Indebtedness is offered, on the same terms (including all economics, other than bona fide cash backstop fees (which may be in the form of original issue discount)) offered to all other providers (or their Affiliates) of such Indebtedness, to the holders of the Notes on a pro rata basis (determined based on the aggregate outstanding principal amount of Notes and the aggregate outstanding principal amount of any other Indebtedness (or commitments in respect thereof) that requires an offer to be made in connection therewith) or (B) in connection with a “debtor in possession” financing which is offered, on the same terms (including all economics, other than bona fide cash backstop fees (which may be in the form of original issue discount)) offered to all other providers (or their Affiliates) of such “debtor in possession” financing, to the holders of the Notes on a pro rata basis (determined based on the aggregate outstanding principal amount of Notes and the aggregate outstanding principal amount of any other Indebtedness (or commitments in respect thereof) that requires an offer to be made in connection therewith), (11) permit any waiver, amendment or modification to permit the incurrence of additional Indebtedness constituting Super-Priority Obligations that is not otherwise permitted to be incurred (including, for the avoidance of doubt, under this Indenture) except pursuant to a transaction in which participation in such other Indebtedness is offered, on the same terms (including all economics, other than bona fide cash backstop fees (which may be in the form of original issue discount)) offered to all other providers (or their Affiliates) of such Indebtedness, to the holders of the Notes on a pro rata basis (determined based on the aggregate outstanding principal amount of Notes and the aggregate outstanding principal amount of any other Indebtedness (or commitments in respect thereof) that requires an offer to be made in connection therewith), (12) permit any waiver, amendment or modification to permit the incurrence of additional Indebtedness constituting Other First-Priority Obligations (other than Indebtedness constituting Super-Priority Obligations) that is not otherwise permitted to be incurred (including, for the avoidance of doubt, under this Indenture) except pursuant to a transaction in which participation in such other Indebtedness is offered, on the same terms (including all economics, other than bona fide cash backstop fees (which may be in the form of original issue discount)) offered to all other providers (or their Affiliates) of such Indebtedness, to the holders of the Notes on a pro rata basis (determined based on the aggregate outstanding principal amount of Notes and the aggregate outstanding principal amount of any other Indebtedness (or commitments in respect thereof) that requires an offer to be made in connection therewith), (13) permit, directly or indirectly, the Issuer or any Subsidiary Guarantor to designate, or have the effect of designating, Restricted Subsidiaries as “Unrestricted Subsidiaries” (or similar term used to designate a Subsidiary that is not subject to the covenants set forth in this Indenture) under the Notes Documents, transfer to, or hold assets in, “Unrestricted Subsidiaries (or similar term), or the release, or have the effect of releasing, of any guarantee of the Obligations under the Notes Documents and any Lien on Collateral to secure any such guarantee, in each case, in connection with or following of the designation of any person as an “Unrestricted Subsidiary” (or similar term), or (914) make release, in a single transaction or series of related transactions, any change Material Intellectual Property unless such Material Intellectual Property is sold or otherwise disposed of in a transaction permitted by this Indenture (as in effect on the date hereof). Except as expressly provided by this Indenture, the Security Documents or the First Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in an aggregate principal amount of the Notes then outstanding, no amendment or waiver may release, in a single transaction or series of related transactions, all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Issuers’ obligations Notes. For the avoidance of doubt, any amendment to redeem this Indenture that would require the consent of each holder of an outstanding Note or each adversely affected holder of an outstanding Note in order to be effective pursuant to this Section 9.02 may not be implemented by amending Section 4.03 after the Issue Date to permit the issuance of Additional Notes with only the consent of holders of a majority in principal amount of the Notes through a Special Mandatory Redemption then outstanding rather than the consent of each holder of an outstanding Note or each adversely affected holder of an outstanding Note that would materially adversely affect the holders of the Notesotherwise be required to effect such amendment. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers and the Trustee may amend this Indenture, the NotesSecurity Documents, the Subsidiary Guarantees and Intercreditor Agreement or the Escrow Agreement Notes with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the written consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Note Guarantee in right of payment to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consentconsent or in the waiver provisions, or (9) make any change in the provisions in the Intercreditor Agreement or this Indenture dealing with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption application of proceeds of Collateral that would materially adversely affect the holders of the Notes. Except as expressly provided by this Indenture, without the consent of holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment may modify or release the Note Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, except as expressly provided by this Indenture, without the consent of the holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The ParentIssuer, the Issuers Collateral Agent, the Guarantors and the Trustee may amend or supplement this Indenture, the NotesSecurities, the Subsidiary Guarantees Security Documents and the Escrow Agreement Intercreditor Agreements, and may waive any provision thereof (including the provisions of Section 4.08), with the written consent of the Issuers and the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes Securities then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange offer for the NotesSecurities). However, without the consent of each holder Holder of an outstanding Note Security affected, an amendment amendment, supplement or waiver may not: (1i) reduce the amount of Notes Securities whose holders Holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Note,Security; (3iii) reduce the principal of or change the Stated Maturity of any Note,Security (or reduce the amount of any payment of any installment of principal or change the due date in respect of the payment of any installment of principal) or reduce any applicable Exit Fee or change the due date therefor; (4iv) reduce the premium payable upon the redemption or repurchase of any Note Security or change the dates on time at which any such premium is payable upon redemption pursuant to Security may be redeemed or repurchased in accordance with Article III,3 or Section 4.08; (5v) make any Note Security payable in money currency other than that stated in such Note,Security; (6vi) expressly subordinate the Notes Securities or any Subsidiary Guarantee Guarantees in right of payment to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor,Guarantor or adversely affect the priority of any Liens securing the Securities and the Guarantees, except as provided in the Intercreditor Agreements; (7vii) impair the contractual right of any holder Holder to receive payment of principal of, of or premium, if any, and interest on such holderHolder’s Note Securities on or after the due dates (or the due date in respect of the payment of any installment of principal) therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Securities or to receive any applicable Exit Fee on or after the due date therefor or to institute suit for the enforcement of any payment thereon or with respect thereto; (8) viii) make any change in Section 6.04 or the second sentence of this Section 9.02; (ix) modify any Guarantees in any manner adverse to the Holders; or (x) make any change in the amendment provisions in this Indenture or the Intercreditor Agreements dealing with the application of proceeds of Notes Collateral that would adversely affect the non-consenting Holders of the Securities. Without the consent of the Holders of at least two-thirds in aggregate principal amount of the then outstanding Securities or as otherwise provided in any Intercreditor Agreement, no amendment, supplement or waiver provisions which require each holder’s consent, or (9) make any change may release all or substantially all of the Notes Collateral from the Lien of this Indenture and the Security Documents with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the NotesSecurities. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient supplement or waiver if such consent approves the substance thereof. (b) Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 9.05, the Trustee shall join with the Issuer in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such modified or amended indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the holders Holders a written notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuer, the Issuers Guarantors and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees Notes and the Escrow Agreement Note Guarantees with the consent of the Issuers and the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as (including consents obtained in connection with a single class purchase of, or tender offer or exchange for, the Notes), including, without limitation, the provisions related to a Change of Control, and any past default existing Default or Event of Default or compliance with any provisions hereof may also be waived with the consent of the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a purchase of, or tender offer or exchange for for, the Notes). However, without the consent of each holder of an outstanding Note affectedHolder affected thereby, an amendment or waiver may not: (1) reduce the principal amount of Notes whose holders Holders must consent to an amendment,, supplement or waiver; (2) reduce the rate of or extend the time for payment of interest on any Note,; (3) reduce the principal of or change the Stated Maturity of any Note,; (4) (x) reduce the premium amount payable upon the redemption of any Note or (y) change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed, in each case, as described under Article III,; (5) make any Note payable in money other than that stated in such the Note,; (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, of and interest on such holderHolder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Notes; (8) 7) make any change in the amendment provisions that require each Holder’s consent or in the waiver provisions which require each holder’s consent, provisions; (8) expressly subordinate the Notes or any Note Guarantee in right of payment to any other Indebtedness of the Issuer or any Guarantor; or (9) make any change in, or release other than in accordance with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption this Indenture, any Note Guarantee that would materially adversely affect the holders of the NotesHolders. It shall not be necessary for the The consent of the holders Holders is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed amendment, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, will be required to the holders send to Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders, or any defect therein, shall will not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. The ParentAmendments, the Issuers and the Trustee may amend supplements or other modifications of this Indenture, the Notes, the Subsidiary Guarantees Note Guarantees, the Security Documents or any Intercreditor Agreement may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Escrow Agreement Trustee with the consent of the Issuers Holders of not less than a majority in aggregate principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the holders Holders of at least a majority in principal amount of the outstanding Notes then outstanding voting as a single class may waive future compliance by the Issuer and any past default or compliance the Note Guarantors with any provisions hereof may be waived with the consent provision of the holders of at least a majority in principal amount of this Indenture, the Notes then outstanding voting as a single class (in each caseor the Note Guarantees; provided, including consents obtained in connection with a tender offer however, that no such amendment, supplement, modification or exchange for the Notes). Howeverwaiver may, without the consent of each holder Holder of an outstanding Note affected, an amendment may notaffected thereby: (1a) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of the principal of, or any installment of interest on, any Note,; (4b) reduce the premium payable upon the redemption of principal amount of, or premium, if any, or interest on, any Note or Note; (c) change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes place, currency or any Subsidiary Guarantee to any other Indebtedness time of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, or premium, if any, and or interest on such holder’s Note on or after on, any Note; (d) impair the due dates therefor or right to institute suit for the enforcement of any payment on or with respect to such holder’s Note,after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (8) e) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (f) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (g) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; (h) release any Note Guarantor from its Note Guarantee, except as provided in this Indenture; (i) amend, change or modify any Note Guarantee in a manner that materially and adversely affects the Holders; (j) reduce the amount payable upon a Change of Control Offer or a Proceeds Offer or change the time or manner by which a Change of Control Offer or a Proceeds Offer may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or a Proceeds Offer, in each case after such Change of Control Triggering Event has occurred or such obligation to make a Proceeds Offer has arisen; (k) change the redemption date or the redemption price of the Notes from that under Article III; or (l) amend, change or modify the obligation of the Issuer or any Note Guarantor to pay Additional Amounts. In addition, subject to each Intercreditor Agreement and the Collateral Trust Agreement, the Trustee and the Priority Lien Collateral Trustee are hereby authorized to amend the Priority Lien Security Documents as provided therein, in this Indenture or in the Collateral Trust Agreement. In addition, without the consent of the Holders of at least 66⅔% in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture, the Security Documents or the Intercreditor Agreements) or changing or altering the priority of the security interests of the Holders of the Notes in the Collateral under the Intercreditor Agreements, (2) make any change in the amendment Security Documents, the Intercreditor Agreements or the provisions or in this Indenture dealing with the waiver provisions which require each holder’s consent, or (9) make any change with respect to application of proceeds of the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption Collateral that would materially adversely affect the holders Holders of the Notes. It shall not be necessary for Notes or (3) modify the consent Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the holders under Notes in any material respect other than in accordance with the terms of this Section 9.02 to approve Indenture, the particular form of Security Documents or the Intercreditor Agreements. In connection with any proposed modification, amendment, but it supplement or waiver in respect of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall be sufficient if deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such consent approves modification, amendment, supplement or waiver is authorized or permitted pursuant to the substance thereofterms of this Indenture, the Notes, the Note Guarantees or the Security Documents or any Intercreditor Agreement, as applicable, and (ii) that all related conditions precedent to such modification, amendment, supplement or waiver have been complied with. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers and the Trustee may amend this Indenture, the NotesSecurity Documents, the Subsidiary Guarantees and First Lien Intercreditor Agreement, the Escrow Junior Lien Intercreditor Agreement or the Notes with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the written consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Note Guarantee in right of payment to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consentconsent or in the waiver provisions, or (9) make any change in the provisions in the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or this Indenture dealing with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption application of proceeds of Collateral that would materially adversely affect the holders of the Notes. Except as expressly provided by this Indenture, without the consent of holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment may modify or release the Note Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, except as expressly provided by this Indenture, without the consent of the holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers and the Trustee may amend this Indenture, the Notes, any Security Document or the Subsidiary Guarantees and the Escrow Intercreditor Agreement with the written consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (which consents may be obtained in each case, including connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding voting as a single class (which consents may be obtained in connection with a tender offer or exchange for the Notes); provided, however, that if any such amendment or waiver disproportionately affects either the Floating Rate Notes or the Fixed Rate Notes, such amendment or waiver shall also require the consent of the holders of a majority in principal amount of the Floating Rate Notes or Fixed Rate Notes, as applicable; provided further, however, that, if any such amendment or waiver affects only the Floating Rate Notes or Fixed Rate Notes, as applicable, the holders of the other series of Notes shall not be required to consent thereto (and in such case, only the consent of at least a majority in principal amount of the affected series of Notes shall be required to consent thereto). However, without the consent of each holder Holder of an outstanding Note affected, an amendment may not: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate make any change in Section 6.07 or the Notes or any Subsidiary Guarantee to any other Indebtedness second sentence of the Issuers or any Subsidiary Guarantorthis Section 9.02, (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Issuers or any Guarantor, (ix) modify the Guarantees in any manner adverse to the Holders, (x) make any change in Intercreditor Agreement or the provisions in the Indenture dealing with the application of Trust proceeds of the Collateral that would adversely affect the Noteholders, or (xi) make any change in the amendment provisions described under Section 4.01(c) that adversely affects the rights of any Noteholder or amend the terms of such Notes or the Indenture in a way that would result in the waiver provisions which require each holder’s consent, or (9) make loss of an exemption from any change with respect to of the Issuers’ obligations to redeem Taxes described thereunder. Without the Notes through a Special Mandatory Redemption that would materially adversely affect consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes), no amendment or waiver may release from the Lien of the Indenture and the Security Documents all or substantially all of the Collateral; provided, however, that if any such amendment or waiver disproportionately adversely affects either the Floating Rate Notes or Fixed Rate Notes, such amendment or waiver shall also require the consent of the Holders of at least two-thirds in aggregate principal amount of such adversely affected series of Notes (which consents may be obtained in connection with a tender offer or exchange offer for the Notes). It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The Parent, the Issuers Issuer and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees and Intercreditor Agreement or the Escrow Agreement Security Documents with the written consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in each case, connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). HoweverNotwithstanding the foregoing, without the consent of each holder Holder of an outstanding Note affected, an no amendment may notmay: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate the Notes or any Subsidiary Guarantee Note Guarantees to any other Indebtedness of the Issuers Issuer or any Subsidiary Note Guarantor, (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on on, such holderHolder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteNotes, (8) viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or (ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders. In addition, subject to the terms of the Intercreditor Agreement, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver may (i) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes, subject to the terms of the Intercreditor Agreement or (ii) make any change in the amendment provisions or in the waiver Intercreditor Agreement or this Indenture or any material change in the provisions which require in the Security Documents, in each holder’s consent, or (9) make any change case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption such Collateral that would materially adversely affect the holders Holders of the Notes. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The Parent, the Issuers and the Trustee may amend Notwithstanding Section 9.01 of this Indenture, the NotesIssuer, the Subsidiary Guarantees Guarantors, the Trustee and the Escrow Agreement Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any Security Document with the written consent of the Issuers and the holders Holders of at least a majority in principal amount of the Notes Securities then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Securities), and, subject to Sections 6.04 and 6.07, any past existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provisions hereof provision of this Indenture, the Securities, the Security Documents, the Intercreditor Agreements or the Guarantees, the Intercreditor Agreements and any other Security Document may be waived with the consent of the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities (including Additional Securities, if any) voting as a single class (in each case, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, Securities), other than the Securities beneficially owned by the Issuer or its Affiliates. Section 2.09 and Section 12.04 shall determine which Securities are considered to be "outstanding" for the Notes)purposes of this Section 9.02. However, without the consent of each holder Holder of an outstanding Note Security affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder: (1i) reduce the principal amount of Notes such Securities whose holders Holders must consent to an amendment,, supplement or waiver; (2ii) reduce the principal of or change the fixed final maturity of any such Security or alter or waive the provisions with respect to the redemption of such Securities (other than provisions relating to Sections 4.06 and 4.08); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice; (iii) reduce the rate of or extend change the time for payment of interest on any Note,Security; 101 (3iv) reduce waive a Default in the payment of principal of or change premium, if any, or interest on the Stated Maturity Securities, except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note,Guarantee which cannot be amended or modified without the consent of all affected Holders; (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5v) make any Note Security payable in money other than that stated in such Note,Security; (6vi) expressly subordinate make any change in the Notes or any Subsidiary Guarantee provisions of this Indenture relating to any other Indebtedness waivers of the Issuers or any Subsidiary Guarantor,past Defaults; (7vii) make any change to this Section 9.02 that is materially adverse to the Holders; (viii) impair the contractual right under this Indenture of any holder Holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Holder's Securities; (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9ix) make any change with respect to or modify the Issuers’ obligations to redeem ranking of the Notes through a Special Mandatory Redemption Securities that would materially adversely affect the holders Holders; or (x) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the Noteslatest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, promptly mail or otherwise deliver send in accordance with the procedures of the Depository, Depositary to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. Notwithstanding anything herein to the contrary, without the consent of the Holders of at least 75% in principal amount of the Securities then outstanding, no amendment, supplement or waiver may release all or substantially all of the Collateral other than in accordance with this Indenture, the Intercreditor Agreements and the Security Documents.

With Consent of the Holders. (a) The ParentCompany, the Issuers Trustee and the Trustee Notes Collateral Agent may amend this Indenture, the Notes, any Security Document or the Subsidiary Guarantees and the Escrow Intercreditor Agreement with the written consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in each case, connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes); provided, however, that the Company has delivered to the Trustee (and to the Notes Collateral Agent, if applicable) an Opinion of Counsel and an Officer’s Certificate, each reasonably satisfactory to the Trustee and each stating that such amendment or supplement complies with the provisions of this Section 9.02 and covering the matters set forth in Sections 13.04 and 13.05. However, without the consent of each holder Holder of an outstanding Note affected, an amendment may not: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate make any change in Section 6.04, 6.07 or the Notes or any Subsidiary Guarantee to any other Indebtedness second sentence of the Issuers or any Subsidiary Guarantorthis Section 9.02, (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s NoteNotes, (8) viii) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Company or any Guarantor, (ix) modify the Guarantees in any manner adverse to the Holders, or (x) make any change in the amendment Intercreditor Agreement or the provisions or in this Indenture in each case dealing with the waiver provisions which require each holder’s consent, or (9) make any change with respect to application of Trust proceeds of the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption Collateral that would materially adversely affect the Noteholders. Without the consent of the holders of at least two-thirds in aggregate principal amount of the NotesNotes then outstanding, no amendment or waiver may release from the Lien of this Indenture and the Security Documents all or substantially all of the Collateral. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, mail to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentExcept as provided for in Section 9.01 and this Section 9.02, the Issuers Issuer, the Trustee and the Trustee Notes Collateral Agent may amend this Indenture, the Notes and the Guarantees thereof, the Security Documents, the Intercreditor Agreements and the Escrow Agreement and any past Default or Event of Default or compliance with any provisions of this Indenture, the Notes, the Subsidiary Guarantees and thereof, the Security Documents, the Intercreditor Agreements or the Escrow Agreement may be waived, with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes)class. However, without the consent of each holder of an outstanding Note affected, an no amendment may notor waiver may: (1) reduce the amount of Notes whose holders must consent to an amendment,; (2) reduce the rate of or extend the time for payment of interest on any Note,; (3) reduce the principal of or change the Stated Maturity of any Note,; (4) reduce the premium payable upon the redemption of any Note or change the dates on time at which any such premium is payable upon redemption pursuant to Article III,Note may be redeemed in accordance with Section 3.01; (5) make any Note payable in money other than that stated in such Note,; (6) expressly subordinate the Notes or any Subsidiary Guarantee of the Notes to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor,; (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on waive or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change modify in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change with respect a manner materially adverse to the Issuers’ obligations interests of the holders of the Notes the provisions relating to the Issuer’s obligation to redeem the Notes through in a Special Mandatory Redemption Redemption; or (8) change the list of provisions set forth in these clauses (1)-(8) requiring the approval of each holder of an outstanding Note affected by an amendment or waiver described therein such that would materially adversely affect the holders approval of the Noteseach such holder is no longer required. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under Notwithstanding the foregoing in this Section 9.02 becomes effective9.02, without the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures consent of the Depositoryholders of at least 100% in principal amount of the Notes then outstanding, no amendment or waiver may (1) make any change in any Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral to the extent that such change would have the effect of releasing the Liens on all or substantially all of the Collateral which secure the Notes Obligations or (2) change or alter the priority of the Liens securing the Notes Obligations in any material portion of the Collateral in any way materially adverse, taken as a whole, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, other than, in the case of each of clauses (1) and (2), as provided under the terms of this Indenture, the Security Documents or any defect therein, shall not impair or affect of the validity of an amendment under this Section 9.02Intercreditor Agreements.

With Consent of the Holders. The Parent, (a) With the Issuers and the Trustee may amend this Indenture, the Notes, the Subsidiary Guarantees and the Escrow Agreement with the written consent of the Issuers and the holders Holders of not less than at least a majority in principal amount of the Notes then outstanding voting as a single class Securities delivered to the Issuers and any past default the Trustee, the Issuers, the Trustee and the Notes Collateral Agent (if required) may enter into an indenture or compliance with indentures supplemental hereto or amendments to the Notes Documents for the purpose of adding any provisions hereof may be waived with the consent to or changing in any manner or eliminating any of the holders of at least a majority in principal amount provisions of the Notes then outstanding voting as a single class (Documents or of modifying in each caseany manner the rights of the Holders under the Notes Documents; provided, including consents obtained in connection with a tender offer however, that no such supplemental indenture or exchange for the Notes). Howeveramendments shall, without the consent of each holder of an outstanding Note affected, an amendment may notHolder affected thereby: (1i) change the Stated Maturity of the Securities; (ii) or reduce the principal amount of Notes whose holders must consent to an amendment, (2) reduce or the rate of interest, or extend the time for payment of interest on of the Securities or any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III,Securities; (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7iii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,after the due date thereof (including, in the case of redemption, on or after the redemption date); (8) make iv) alter any change redemption provisions in a manner adverse to the amendment provisions Holders of the Securities; (v) reduce the percentage in principal amount of the Securities where the consent of the Holder is required for any such amendment, supplemental indenture or waiver as provided for in this Indenture; (vi) modify any of the waiver provisions of this Indenture, except to increase any required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security which require each holder’s consentwould be affected; (vii) release all or substantially all of the Guarantors from any of their obligations under the Guarantees or this Indenture, except in accordance with the terms of this Indenture, the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement; or (9viii) make release all or substantially all Liens granted for the benefit of the Holders of Securities in the Collateral (taken as a whole) other than in accordance with the terms of the Security Documents, the ABL Intercreditor Agreement, any change Pari Passu Intercreditor Agreement and this Indenture. (b) In addition, without the consent of holders of at least 662/3% in aggregate principal amount of the then outstanding Securities, an amendment, supplement or waiver may not: (A) modify any Security Document or the provisions of this Indenture dealing with the Security Documents or application of trust moneys under the Security Documents, or (B) release any Collateral in any manner materially adverse to the Holder of the Securities (subject to clause (viii) above with respect to the Issuers’ obligations release of all or substantially all Liens) other than in accordance with the terms of the Security Documents, the ABL Intercreditor Agreement, any Pari Passu Intercreditor Agreement and this Indenture; or (ii) modify the ABL Intercreditor Agreement or any Pari Passu Intercreditor Agreement in any manner materially adverse to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the NotesSecurities other than in accordance with this Indenture, the Security Documents, the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Issuers, and upon receipt by the Trustee (and, if it is required, the Notes Collateral Agent) of the documents described in Section 9.07, the Trustee and the Notes Collateral Agent (if required) shall join with the Issuers and, if applicable, the Guarantors in the execution of such supplemental indenture or other amended Notes Documents. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The ParentIssuer, the Issuers Trustee and the Trustee First-Priority Collateral Agent, as applicable, may amend this Indenture, the Notes, the Subsidiary Guarantees Guarantees, the Security Documents and the Escrow First Lien Intercreditor Agreement with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,, or (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent. Except as expressly provided by this Indenture, or (9) make any change the Security Documents or the First Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in an aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) The ParentIssuer, the Issuers Guarantors and the Trustee (or the Notes Collateral Trustee, as applicable) may amend this Indenture, the Notes, the Subsidiary Guarantees and Collateral Trust Agreement, any other Security Document or the Escrow Intercreditor Agreement with the written consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in each case, connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes); provided, however, that the Issuer has delivered to the Trustee (and to the Notes Collateral Trustee, as applicable) an Opinion of Counsel and an Officer’s Certificate, each reasonably satisfactory to the Trustee and each stating that such amendment or supplement complies with the provisions of this Section 9.02 and covering the matters set forth in Sections 12.04 and 12.05. However, without the consent of each holder Holder of an outstanding Note affected, an amendment may not: (1i) reduce the amount of Notes whose holders Holders must consent to an amendment, (2ii) reduce the rate of or extend the time for payment of interest on any Note, (3iii) reduce the principal of or change the Stated Maturity of any Note, (4iv) reduce the premium amount payable upon the redemption of any Note or change the dates on which time when any such premium is payable upon redemption pursuant to Note may be redeemed in accordance with Article III3, (5v) make any Note payable in money other than that stated in such Note, (6vi) expressly subordinate make any change in Section 6.04, 6.07 or the Notes or any Subsidiary Guarantee to any other Indebtedness second sentence of the Issuers or any Subsidiary Guarantorthis Section 9.02, (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Note Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s NoteNotes, (8) viii) expressly subordinate the Notes or any Guarantee in right of payment to any other Indebtedness of the Escrow Issuer, the Company or any Guarantor, or (ix) except as expressly provided by this Indenture, release all or substantially all of the Guarantees. Without the consent of the Holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, (i) except as expressly provided in this Indenture, no amendment or waiver may modify the Guarantees in any manner adverse to the Holders, (ii) except as provided in the Collateral Trust Agreement or the Intercreditor Agreement, no amendment or waiver may release from the Lien of this Indenture and the Security Documents all or substantially all of the Collateral and (iii) no amendment or waiver may make any change in the amendment Collateral Trust Agreement or the Intercreditor Agreement or the provisions or in this Indenture, in each case dealing with the waiver provisions which require each holder’s consent, or (9) make any change with respect to application of trust proceeds of the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption Collateral that would materially adversely affect the holders of Noteholders (other than as expressly provided in the NotesIntercreditor Agreement, the Collateral Trust Agreement, the other Security Documents, the Indenture or the other Pari Passu Lien Debt Documents). It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the holders Holders a notice briefly describing such amendment. The failure to give such notice to all holdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02. (c) In determining whether the holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any Guarantor, or by any Person directly or indirectly controlled by the Issuer or any Guarantor, shall be considered as though not outstanding.

With Consent of the Holders. The Parent, the Issuers Issuer and the Trustee Trustee, as applicable, may amend this Indenture, the Notes, the Parent Guarantee and the Subsidiary Guarantees and the Escrow Agreement with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes Notes, the Parent Guarantee or any Subsidiary Guarantee to any other Indebtedness of the Issuers Issuer, the Company or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,, or (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption that would materially adversely affect the holders of the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Dutch Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.