Common use of With Consent of the Holders Clause in Contracts

With Consent of the Holders. Amendments, supplements or other modifications of this Indenture, the Notes, the 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 Trustee with the consent of the 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 of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 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. Amendments, supplements or other modifications of this This Indenture, the NotesNotes issued hereunder, the Note Guarantees, Escrow Agreement and 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 Trustee amended or supplemented with the consent of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the Holders of a majority in principal amount of the outstanding Notes may waive future any existing default or compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or issued hereunder, the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 Escrow 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 may be waived with the consent of the Holders holders of at least 66⅔% a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). How ever, no without the consent of each Holder of an outstanding Note affected, an amendment or waiver of the Indenture, the Notes, the Escrow Agreement or the Security Documents may not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than pursuant to Sections 4.06 or 4.08 hereof); (iii) reduce the rate of or change the time for payment of interest on any Note; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, or additional interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver may of the payment default that resulted from such acceleration); (1v) have make any Note payable in money other than that stated in the effect Notes; (vi) modify the Guarantees in any manner materially adverse to the holders of releasing the Notes; (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 issued thereunder (other than a payment required by Section 4.06 or 4.08 hereof); (ix) except as permitted by this Indenture, release any Guarantee or any Lien on all or substantially all of the Collateral from Collateral; (x) subordinate the Liens of Notes or any Guarantee to any other Indebtedness; or It shall not be necessary for 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 consent of the Holders under this Section 9.02 to approve the particular form of the Notes in the Collateral under the Intercreditor Agreements, (2) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the 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. Amendments(a) The Issuer, supplements or other modifications of Holdings I, Senior Note Guarantors, the Trustee and the Security Agent may amend this Indenture, the NotesSecurities, the Note GuaranteesIntercreditor Agreement, any Additional Intercreditor Agreement, the Senior Notes Proceeds Loan and 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 Trustee with the consent of the 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 of a majority in principal amount of the Securities then outstanding Notes may waive future (including consents obtained in connection with a tender offer or exchange for the Securities) and any past default of compliance by the Issuer and the Note Guarantors with any provision provisions may be waived with the consent of this Indenture, Holders of a majority in principal amount of the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver maySecurities then outstanding. However, without the consent of each Holder the Holders of not less than 90% of the then outstanding aggregate principal amount of the Securities, an outstanding Note affected therebyamendment or waiver may not: (ai) change reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium or amount payable upon the redemption of any Security, change the time at which any Security may be redeemed in accordance with Article III or Paragraphs 5 or 6 of the Securities; (v) make any Security payable in money other than that stated in such Security; (vi) expressly subordinate the Securities or any Senior Note Guarantee to any other Indebtedness of the Issuer, Holdings I or any Senior Note Guarantor not otherwise permitted by this Indenture; (vii) impair the right of any Holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such Holder’s Securities on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guaranteewith respect to such Holder’s Securities; (eviii) reduce release the above-stated percentage Security Interest granted for the benefit of outstanding Notes the consent Holders in the Collateral other than pursuant to the terms of whose Holders is necessary to modify the Security Documents or amend as otherwise permitted by this Indenture; (fix) waive a default make any change in Section 6.04 or the payment second sentence of principal of, premium, if any, or interest on the Notesthis Section 9.02; (gx) reduce change the percentage or aggregate principal amount currency 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 Senior Note Guarantor from its Note GuaranteeProceeds Loan, except as provided in this Indenture; (i) amenddecrease the rate, change the time for payment, change the manner of payment of interest, decrease the principal or modify extend the maturity date of any principal payment on the Senior Note Guarantee Proceeds Loan, or change the ranking of the Senior Note Proceeds Loan in a manner that materially and adversely affects adverse to 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; (kxi) change the redemption date restrictions in the Intercreditor Agreement restricting payment blockage or the redemption price enforcement of the Notes from that under Article IIISenior Note Proceeds Loan in any manner adverse to the interests of the Holders in any material respect; 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, (2xii) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions Section 4.15 of this Indenture dealing with Collateral in that adversely affects the rights of any manner adverse to the Holders of the Notes in any material respect other than in accordance with Holder or amend the terms of the Securities or this IndentureIndenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder unless the Issuer, Holdings I or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result. It shall not be necessary for the Security Documents or consent of the Intercreditor Agreements. In connection with Holders under this Section 9.02 to approve the particular form of any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable Euroclear and Clearstream procedures) to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. Amendments(a) The Issuer may amend this Note Agreement or the Notes (i) so long as any New Investments Notes remain outstanding or obligations thereunder remain unpaid, supplements or other modifications of this Indenture, the Notes, the 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 Trustee with the written consent of the Holders of not less than at least a majority in aggregate 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 (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the New Investments Notes), and or (ii) thereafter, 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 (including consents obtained in connection 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 Notes may waive future compliance by voting as a single class (including consents obtained in connection with a tender offer or exchange for the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver mayNotes). 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 therebyaffected, an amendment may not: (ai) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time when any Note may be redeemed in accordance with Article 3 of this Note Agreement or Paragraph 5 of Appendix A of this Note Agreement, (v) make any Note payable in money other than that stated in such Note, (vi) impair the right of any holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such Holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee;with respect to such Holder’s Notes, (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, (2vii) make any change in the Security Documents, amendment provisions which require each Holder’s consent or in the Intercreditor Agreements waiver provisions, (viii) amend or the provisions in this Indenture dealing with the application of proceeds modify any of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the subordination provisions of this Indenture dealing with Collateral Note Agreement or the related definitions in any manner adverse to the Holders of the Notes or any Guarantee thereof, or (ix) modify the Guarantees in any material respect other than in accordance with manner adverse to the terms Holders. It shall not be necessary for the consent of the Holders under this Indenture, Section 9.02 or holders of New Investments Notes (if applicable) to approve the Security Documents or the Intercreditor Agreements. In connection with particular form of any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating substance thereof. (ib) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms 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 Issuer shall mail, mail or otherwise deliver in accordance with electronically transmit (or cause to be mailed or electronically transmitted) to the procedures of the Depository, to Holder Agent and 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. AmendmentsThe Issuers and the Trustee may amend this Indenture, supplements the Notes and the Guarantees, and any past Default or other modifications compliance with any provisions of this Indenture, the Notes, Notes or the Note Guarantees, the Security Documents or any Intercreditor Agreement Guarantees may be made by the Issuerwaived, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee with the consent of the 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), Issuers and the Holders holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver maythen outstanding. However, without the consent of each Holder holder of an outstanding Note affected therebyaffected, no amendment or waiver may: (a1) 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 time at which any 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 Guarantee to any other Indebtedness of an Issuer or any Guarantor (other than as contemplated herein with respect to the Cadence IP Licensee), (7) impair the right of any holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity with respect to such holder’s Notes, (or, 8) make any change in the case amendment provisions which require consent of each holder of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 waiver provisions as they relate to 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 (l9) amend, change amend or modify waive the Issuers’ obligation to redeem the Notes through the Special Mandatory Redemption in a fashion that would adversely affect the holders of the Issuer or any Note Guarantor to pay Additional AmountsNotes. 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 additionexcept for any release contemplated hereby, without the consent of the Holders holders of at least 66⅔% 66 2/3% 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)outstanding, no amendment, supplement or waiver may (1) have release 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 Guarantee with respect to the Notes of one or more Guarantors that individually or in the Collateral under the Intercreditor Agreements, (2) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating aggregate had (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, the Note Guarantees or the Security Documents or any Intercreditor Agreementassets, as applicableof 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) that 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 related conditions precedent 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 such modification, approve the particular form of any proposed amendment, supplement or waiver have been complied withbut it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the 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. Amendments, supplements or other modifications The Issuers and the First Lien Trustee may amend any of this Indenture, the Notes, the Note GuaranteesDocuments, and any past Default or compliance with any provisions of any of the Security Note Documents or any Intercreditor Agreement may be made by the Issuerwaived, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee with the consent of the Holders Issuers and the holders of not less than a majority at least 66 2/3% in aggregate principal amount of the Notes then outstanding. However, without the consent of each holder of an outstanding Note affected, no amendment or 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 time at which any 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 Guarantee to any other Indebtedness of an Issuer or any Guarantor (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of 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 Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: Documents) except (a) change Permitted Liens securing Indebtedness incurred pursuant to Section 4.03(b)(iv), to the Stated Maturity 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 right of any holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity with respect to such holder’s Notes, (or, 8) make any change in the case provisions of a redemption, on or after the redemption date) Note Documents dealing with the application of proceeds of First Lien Collateral that would adversely affect the holders of the Notes in any Note or any Note Guarantee; (e) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify material respect 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 the Note Guarantor from its Note Guarantee, except as provided in this Indenture; (i) amend, change or modify any Note Guarantee Documents in a manner that materially and adversely affects would by its terms alter the Holders; (j) reduce the amount payable upon a Change pro rata sharing 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 Offerpayments required thereby, 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 (l9) amend, make any change or modify in the obligation amendment provisions which require consent of the Issuer or any each holder of a 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 Agreementwaiver provisions as they relate to the Notes. In additionNotwithstanding the foregoing, no amendment or waiver may: (1) without the consent of the Holders Issuers and the holders of at least 66⅔% 75% in aggregate 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, (including2) except in accordance with Section 9.01, without limitationthe consent of each holder of an outstanding Note, consents obtained 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 connection with a purchase of, or tender offer or exchange offer for, Notes)principal amount of the Notes then outstanding, no amendment, supplement or waiver may (1) have the effect of releasing release all or substantially all of the First Lien Collateral from the Liens Lien of this Indenture and the Security First Lien Collateral Documents (with respect to the Notes and Guarantees. In addition, except as permitted for any release contemplated by the terms of this Indenture, without the Security Documents or the Intercreditor Agreements) or changing or altering the priority consent of the security interests holders of the Holders at least 75% in principal amount of the Notes in the Collateral under the Intercreditor Agreementsthen outstanding, (2) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, no amendment, supplement or waiver in may release the Guarantee with respect of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and Notes of one or more Guarantors that individually or in the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating aggregate had (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, the Note Guarantees or the Security Documents or any Intercreditor Agreementassets, as applicableof 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) that 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 related conditions precedent 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 such modification, approve the particular form of any proposed amendment, supplement or waiver have been complied withbut it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the 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. Amendments, supplements or other modifications of (a) The Issuer and the Trustee may amend this Indenture, the Notes, the Note GuaranteesNew Intercreditor Agreements, the Junior Priority Intercreditor Agreements or 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 Trustee with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 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 Notes may waive future compliance by voting as a single class (including consents obtained in connection with a tender offer or exchange for the Issuer and Notes). Notwithstanding the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver mayforegoing, without the consent of each Holder of an outstanding Note affected therebyaffected, no amendment may: (ai) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article III, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes or any Note Guarantees to any other Indebtedness of the Issuer or any Note Guarantor, (vii) impair the right of any Holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such Holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee;with respect to such Holder’s Notes, (eviii) reduce make any change in Section 6.04 or 6.07 or the above-stated percentage second sentence of outstanding Notes the consent of whose Holders is necessary to modify or amend this Section 9.02, or (ix) except as otherwise expressly permitted under 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 any manner that materially and adversely affects adverse in any material respect to 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 the terms of the New Intercreditor Agreement Agreements and the Collateral Trust Agreement, the Trustee and the Junior 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 additionIntercreditor Agreements, without the consent of the Holders of at least 66⅔% 66 2/3% in aggregate principal amount of the Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), no amendment, supplement amendment or waiver may (1i) have the effect of releasing release all or substantially all of the Collateral from the Liens Lien of this Indenture and the Security Documents (except as permitted by with respect to the Notes, subject to the terms of this Indenture, the Security Documents New Intercreditor Agreements and the Junior Priority Intercreditor Agreements 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, (2ii) make any change in the provisions in the New Intercreditor Agreements, the Junior Priority Intercreditor Agreements or this Indenture or any material change in the provisions in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture each case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to such Collateral that would adversely affect the Holders of the Notes or (3) modify Notes. It shall not be necessary for the Security Documents or the provisions consent of this Indenture dealing with Collateral in any manner adverse to the Holders under this Section 9.02 to approve the particular form of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the 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. Amendments, supplements or other modifications Notwithstanding Section 9.01 of this Indenture, the NotesIssuers, the 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) Guarantors and the Trustee may amend or supplement this Indenture, the Securities or the Guarantees with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Securities then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesthe Securities), and, subject to Sections 6.04 and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on6.07, any Note; past or existing Default or Event of Default (b) reduce the principal amount of, other than a Default or premium, if any, or interest on, any Note; (c) change the place, currency or time Event of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 Default in the payment of the principal of, premium, if any, or interest on the Notes; (gSecurities, except a payment default resulting from an acceleration that has been rescinded) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions any provision of this Indenture Indenture, the Securities 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 Guarantees 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 waived with the consent of the Holders of at least 66⅔% a majority in aggregate principal amount of the Notes then outstanding Securities (includingincluding Additional Securities, without limitation, if any) voting as a single class (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, Notesthe Securities). Section 2.09 and Section 11.06 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, no without the consent of each Holder of an outstanding Security affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder: (i) reduce the principal amount of such Securities whose Holders must consent to an amendment, supplement or waiver may waiver; (1ii) have reduce the effect principal of releasing all or substantially all 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); (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) waive a Default in the payment of principal of or premium, if any, or interest on the Securities, except a rescission of acceleration of the Collateral from the Liens of the Security Documents (except as permitted Securities 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 at least a majority in aggregate principal amount of the Notes Securities and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the Collateral under the Intercreditor Agreements, consent of all affected Holders; (2v) make any Security payable in money other than that stated in such Security; (vi) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Securities; (vii) make any change to this Section 9.02; (viii) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with Collateral respect to such Holder’s Securities; (ix) make any change to or modify the ranking of the Securities that would materially adversely affect the Holders; or (x) except as expressly permitted by this Indenture, modify the Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, in any manner adverse to the Holders Holders. It shall not be necessary for the consent of the Notes in Holders under this Section 9.02 to approve the particular form of any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, promptly send to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. Amendments(a) The Issuer, supplements the Collateral Agent, the Guarantors and the Trustee may amend or other modifications of supplement this Indenture, the Notes, the Note GuaranteesSecurities, the Security Documents or and the Intercreditor Agreements, and may waive any Intercreditor Agreement may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee provision thereof (including as Notes Priority Collateral Trustee) and the Trustee provisions of Section 4.08), with the written consent of the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesfor the Securities), and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may. However, without the consent of each Holder of an outstanding Note affected therebySecurity affected, an amendment, supplement or waiver may not: (ai) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest on any Security; (iii) reduce the principal of or change the Stated Maturity of any Security (or reduce the principal of, or amount of any payment of any installment of interest on, principal or change the due date in respect of the payment of any Noteinstallment of principal) or reduce any applicable Exit Fee or change the due date therefor; (biv) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may be redeemed or repurchased in accordance with Article 3 or Section 4.08; (v) make any Security payable in currency other than that stated in such Security; (vi) expressly subordinate the Securities or any Guarantees in right of payment to any other Indebtedness of the Issuer or any Guarantor or adversely affect the priority of any Liens securing the Securities and the Guarantees, except as provided in the Intercreditor Agreements; (vii) impair the right of any Holder to receive payment of principal amount of, of or premium, if any, and interest on such Holder’s Securities on or interest on, any Note; after the due dates (c) change or the place, currency or time due date in respect of the payment of principal of, any installment of principal) therefor or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, with respect to such Holder’s Securities or to receive any applicable Exit Fee on or after the redemption date) due date therefor or to institute suit for the enforcement of any Note payment thereon or any Note Guaranteewith respect thereto; (eviii) reduce make any change in Section 6.04 or the above-stated percentage second sentence of outstanding Notes the consent of whose Holders is necessary to modify or amend this IndentureSection 9.02; (fix) 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 Guarantees in a any manner that materially and adversely affects adverse to 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 (lx) amend, make any change or modify in 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, provisions in this Indenture or in the Intercreditor Agreements dealing with the application of proceeds of Notes Collateral Trust Agreementthat would adversely affect the non-consenting Holders of the Securities. In addition, without Without the consent of the Holders of at least 66⅔% two-thirds in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained Securities or as otherwise provided in connection with a purchase of, or tender offer or exchange offer for, Notes)any Intercreditor Agreement, no amendment, supplement or waiver may (1) have the effect of releasing release all or substantially all of the Notes Collateral from the Liens Lien of this Indenture and the Security Documents with respect to the Securities. 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, supplement or waiver if such consent approves the substance thereof. (except as 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, 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) Indenture and to make any change in further appropriate agreements and stipulations that may be therein contained, but the Security DocumentsTrustee shall not be obligated to enter into such modified or amended indenture that affects its own rights, the Intercreditor Agreements duties or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of immunities under this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withotherwise. After an amendment under this Section 9.02 becomes effective, the Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the Holders a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. Amendments, supplements This Indenture or other modifications of this Indenture, the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement Notes issued hereunder may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee amended or supplemented with the consent of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of this Indenture or the Holders Notes issued hereunder may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 issued under 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). However, no without the consent of each Holder of an outstanding Note affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting member): (i) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver may waiver; (1ii) have reduce the effect principal of releasing all or substantially all change the fixed maturity of any Note or alter the Collateral from provisions with respect to 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 redemption of the Notes (other than pursuant to Sections 4.06 or 4.08 hereof); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the Collateral under payment of principal of, or interest or premium, or Additional Interest, if any, on the Intercreditor Agreements, Notes (2except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the Security Documents, the Intercreditor Agreements to Section 6.04 or the provisions in this Indenture dealing 6.07; (vii) waive a redemption payment with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes respect to any Note issued hereunder (other than payment required by Sections 4.06 or 4.08 hereof); (3viii) modify the Security Documents or the provisions of this Indenture dealing with Collateral subsidiary Guarantees in any manner adverse to the Holders holders of the Notes in such Notes; (ix) modify or change any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect provision of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and related definitions affecting ranking of the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion in a manner that materially adversely affects the Holders; or (x) make any change to this Section 9.02. It shall not be necessary for the consent of Counsel, each stating (i) that such modification, the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver is authorized or permitted pursuant to but it shall be sufficient if such consent approves the terms 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the 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. Amendments, supplements or other modifications Notwithstanding Section 9.01 of this Indenture, the NotesIssuer, the Note Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any 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 Trustee Document with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Securities then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesthe Securities), and, subject to Sections 6.04 and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on6.07, any Note; existing Default or Event of Default (b) reduce the principal amount of, other than a Default or premium, if any, or interest on, any Note; (c) change the place, currency or time Event of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 Default in the payment of the principal of, premium, if any, or interest on the Notes; (gSecurities, except a payment default resulting from an acceleration that has been rescinded) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions any provision of this Indenture Indenture, the Securities, the Security Documents, the Intercreditor Agreements or for waiver of certain defaults; (h) release the Guarantees, the Intercreditor Agreements and 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 other Security Document 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 waived with the consent of the Holders of at least 66⅔% a majority in aggregate principal amount of the Notes then outstanding Securities (includingincluding Additional Securities, without limitation, if any) voting as a single class (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, NotesSecurities), no other than the Securities beneficially owned by the Issuer or its Affiliates. Section 2.09 and Section 12.04 shall determine which Securities are considered to be "outstanding" for the purposes of this Section 9.02. However, without the consent of each Holder of an outstanding Security affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder: (i) reduce the principal amount of such Securities whose Holders must consent to an amendment, supplement or waiver waiver; (ii) reduce the principal of or change the fixed final maturity of any such Security or alter or waive the provisions with respect to the redemption of such Securities (other than provisions relating to Sections 4.06 and 4.08); provided, that any amendment to the notice requirements may (1) have be made with 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 consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice; (iii) reduce the Notes rate of or change the time for payment of interest on any Security; 101 (iv) waive a Default in the Collateral under payment of principal of or premium, if any, or interest on the Intercreditor AgreementsSecurities, except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (2v) make any Security payable in money other than that stated in such Security; (vi) make any change in the Security Documents, the Intercreditor Agreements or the provisions in of this Indenture dealing relating to waivers of past Defaults; (vii) make any change to this Section 9.02 that is materially adverse to the Holders; (viii) impair the contractual right under this Indenture of any Holder to receive payment of principal of, premium, if any, and interest on such Holder's 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 Securities; (ix) make any change to or modify the application of proceeds ranking of the Collateral Securities that would 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 Notes or (3) modify latest audited consolidated financial statements for the Security Documents or the provisions of this Indenture dealing with Collateral Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders Holders. It shall not be necessary for the consent of the Notes in Holders under this Section 9.02 to approve the particular form of any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer shall mail, promptly mail or otherwise deliver send in accordance with the procedures of the Depository, Depositary to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 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. Amendments(a) The Issuer, supplements or other modifications of Holdings I, Subordinated Guarantors, the Trustee and the Security Agent may amend this Indenture, the NotesSecurities, the Note GuaranteesIntercreditor Agreement, any Additional Intercreditor Agreement, the Senior Subordinated Notes Proceeds Loan and 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 Trustee with the consent of the 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 of a majority in principal amount of the Securities then outstanding Notes may waive future (including consents obtained in connection with a tender offer or exchange for the Securities) and any past default of compliance by the Issuer and the Note Guarantors with any provision provisions may be waived with the consent of this Indenture, Holders of a majority in principal amount of the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver maySecurities then outstanding. However, without the consent of each Holder the Holders of not less than 90% of the then outstanding aggregate principal amount of the Securities, an outstanding Note affected therebyamendment or waiver may not: (ai) change reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest on any Security; (iii) reduce the principal of or extend the Stated Maturity of any Security; (iv) reduce the premium or amount payable upon the redemption of any Security, change the time at which any Security may be redeemed in accordance with Article III or Paragraphs 5 or 6 of the Securities; (v) make any Security payable in money other than that stated in such Security; (vi) make any change to the subordination provisions of this Indenture that adversely affects the rights of Holders; (vii) impair the right of any Holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such Holder’s Securities on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guaranteewith respect to such Holder’s Securities; (eviii) reduce release the above-stated percentage Security Interest granted for the benefit of outstanding Notes the consent Holders in the Collateral other than pursuant to the terms of whose Holders is necessary to modify the Security Documents or amend as otherwise permitted by this Indenture; (fix) waive a default make any change in Section 6.04 or the payment second sentence of principal of, premium, if any, or interest on the Notesthis Section 9.02; (gx) reduce change the percentage or aggregate principal amount currency of outstanding the Senior Notes Proceeds Loan, decrease 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) amendrate, change the time for payment, change the manner of payment of interest, decrease the principal or modify extend the maturity date of any Note Guarantee principal payment on the Senior Notes Proceeds Loan, or change the ranking of the Senior Notes Proceeds Loan in a manner that materially and adversely affects adverse to 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; (kxi) change the redemption date restrictions in the Intercreditor Agreement restricting payment blockage or the redemption price enforcement of the Senior Notes from that under Article IIIProceeds Loan in any manner adverse to the interests of the Holders in any material respect; 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, (2xii) make any change in the Security Documentsprovisions 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 loss of an exemption from any of the Taxes described thereunder unless the Issuer, Holdings I or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result. (b) Without the consent of the holders of a majority in outstanding aggregate principal amount of the Senior Securities, the Intercreditor Agreements Issuer will not amend, modify or alter this Indenture in any way to (i) increase the rate of or change the time for payment of interest on the Securities, (ii) increase the principal of, advance the final maturity date of or shorten the Weighted Average Life to Maturity of the Securities, (iii) alter the redemption provisions or the provisions price or terms at which the Issuer is required to offer to purchase the Securities in this Indenture dealing with a manner materially adverse to the application holders of proceeds of the Collateral that would adversely affect the Holders of the Notes Senior Securities, or (3iv) modify the Security Documents or amend the provisions of this Indenture dealing with Collateral that relate to subordination in any a manner materially adverse to the Holders holders of Senior Securities It shall not be necessary for the consent of the Notes in Holders under this Section 9.02 to approve the particular form of any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable Euroclear and Clearstream procedures) to the Holders a notice briefly describing such amendment. The However, the failure to give such notice to all HoldersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. Amendments, supplements or other modifications of (a) The Issuer and the Trustee may amend this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and 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 Trustee with the consent of the 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), Issuer and the Holders holders of at least a majority in principal amount of the Notes then outstanding Notes may waive future compliance by voting as a single class (including consents obtained in connection with a tender offer or exchange for the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver mayNotes). However, without the consent of each Holder holder of an outstanding Note affected therebyaffected, an amendment may not: (a1) 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 time at which any 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 Guarantee to any other Indebtedness of the Issuer or any Guarantor, except as contemplated in the Intercreditor Agreement, (7) impair the right of any holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity with respect to such holder’s Notes, (or, 8) make any change in the case of a redemption, on amendment provisions which require each holder’s consent or after in the redemption date) of any Note or any Note Guarantee;waiver provisions, (e9) 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 make any change in the payment provisions in the Intercreditor Agreement or this Indenture dealing with the application of principal of, premium, if any, or interest on proceeds of Collateral to the Notes Obligations that would adversely affect the holders of 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 (l10) amendexcept as expressly permitted by this Indenture, change the Guarantees or the Security Documents, modify or release the obligation Guarantee of Holdings or any Significant Subsidiary in any manner adverse to the holders 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 AgreementNotes. In addition, without the consent of the Holders holders of at least 66⅔% 66 2/3% in aggregate principal amount of the Notes then outstanding (includingoutstanding, without limitation, consents obtained except as provided in connection with a purchase of, or tender offer or exchange offer for, Notes)the Intercreditor Agreement, no amendment, supplement amendment or waiver may (1) have the effect of releasing release all or substantially all of the Collateral from the Liens Lien of this Indenture and the Security Documents (except as permitted by with respect to the terms of this Indenture, Notes. It shall not be necessary for the Security Documents or the Intercreditor Agreements) or changing or altering the priority consent of the security interests holders under this Section 9.02 to approve the particular form of the Holders of the Notes in the Collateral under the Intercreditor Agreements, (2) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the 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. Amendments(a) The Company, supplements or other modifications of the Trustee and the Notes Collateral Agent may amend this Indenture, the Notes, any Security Document or the 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 Trustee with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), ) and any past default or compliance with any provisions may be waived with the Holders consent of the holders of a majority in principal amount of the Notes then outstanding Notes may waive future compliance by voting as a single class (including consents obtained in connection with a tender offer or exchange for the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note GuaranteesNotes); provided, however, that no 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, supplement, modification amendment or waiver maysupplement 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 of an outstanding Note affected therebyaffected, an amendment may not: (ai) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity of any Note, (iv) reduce the amount payable upon the redemption of any Note or change the time when any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) make any change in Section 6.04, 6.07 or the second sentence of this Section 9.02, (vii) impair the right of any holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after with respect to such holder’s Notes, (viii) expressly subordinate the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note Notes or any Note Guarantee;Guarantee to any other Indebtedness of the Company or any Guarantor, (eix) reduce modify the above-stated percentage of outstanding Notes the consent of whose Holders is necessary Guarantees in any manner adverse 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, (2x) make any change in the Security Documents, the Intercreditor Agreements Agreement or the provisions in this Indenture in each case dealing with the application of Trust proceeds of the Collateral that would adversely affect the Holders Noteholders. Without the consent of the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding, no amendment or (3) modify waiver may release from the Lien of this Indenture and the Security Documents all or substantially all of the provisions Collateral. It shall not be necessary for the consent of this Indenture dealing with Collateral in any manner adverse to the Holders under this Section 9.02 to approve the particular form of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating substance thereof. (ib) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms 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 Issuer Company 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. Amendments, supplements or other modifications of this Indenture, the Notes, Notes or the Note Guarantees, the Security Documents or any Intercreditor Agreement Guarantees may be made by the Issuer, the Note Guarantors, the Trustee and the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee with the consent of the 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 of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 Priority Lien Security Documents (except as permitted by the terms of this Indenture, the Priority Lien Security Documents or the Intercreditor Agreements) or changing or altering the priority of the security interests of the Holders of the Notes in the Collateral under the Intercreditor Agreements, (2) make any change in the Priority Lien Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Priority Lien Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Priority Lien Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreementnotes, the Issuer shall deliver to the Trustee and the Notes Priority Lien Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notesnotes, the Note Guarantees or the Security Documents or any Intercreditor AgreementDocuments, 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 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. Amendments(a) The Company, supplements or other modifications of the Trustee and the Notes Collateral Agent may amend this Indenture, the Notes, any Security Document or the 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 Trustee with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), ) and any past default or compliance with any provisions may be waived with the Holders consent of the holders of a majority in principal amount of the Notes then outstanding Notes may waive future compliance by voting as a single class (including consents obtained in connection with a tender offer or exchange for the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note GuaranteesNotes); provided, however, that no 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, supplement, modification amendment or waiver maysupplement 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 of an outstanding Note affected therebyaffected, an amendment may not: (ai) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity of any Note, (iv) reduce the amount payable upon the redemption of any Note or change the time when any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) make any change in Section 6.04, 6.07 or the second sentence of this Section 9.02, (vii) impair the right of any Holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such Holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after with respect to such Holder’s Notes, (viii) expressly subordinate the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note Notes or any Note Guarantee; (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 right 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 payment 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 any other Indebtedness of the Notes from that under Article III; Company or any Guarantor, or (lix) amendexcept as expressly provided by this Indenture, change release all or modify the obligation substantially all of the Issuer or any Note Guarantor to pay Additional AmountsGuarantees. 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 Without the consent of the Holders of at least 66⅔% two-thirds in aggregate principal amount of the Notes then outstanding outstanding, (including, without limitation, consents obtained i) except as expressly provided in connection with a purchase of, or tender offer or exchange offer for, Notes)this Indenture, no amendment, supplement amendment or waiver may modify the Guarantees in any manner adverse to the Holders, (1ii) have except as provided in the effect Intercreditor Agreement, no amendment or waiver may release from the Lien of releasing this Indenture and the Security Documents all or substantially all of the Collateral from the Liens of the Security Documents and (except as permitted by the terms of this Indenture, the Security Documents iii) no amendment 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) waiver may make any change in the Security Documents, the Intercreditor Agreements Agreement or the provisions in this Indenture Indenture, in each case dealing with the application of trust proceeds of the Collateral that would adversely affect the Holders of the Notes or Noteholders (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than as expressly provided in accordance with the terms of this IndentureIntercreditor Agreement, the Security Documents or this Indenture). It shall not be necessary for the Intercreditor Agreements. In connection with consent of the Holders under this Section 9.02 to approve the particular form of any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating substance thereof. (ib) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms 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 Issuer Company shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 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. Amendments, supplements or other modifications Notwithstanding Section 9.01 of this Indenture, the Notes, the 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) Guarantors and the Trustee may amend or supplement this Indenture, the Securities or the Guarantees with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Securities then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesthe Securities), and, subject to Sections 6.04 and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on6.07, any Note; past or existing Default or Event of Default (b) reduce the principal amount of, other than a Default or premium, if any, or interest on, any Note; (c) change the place, currency or time Event of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 Default in the payment of the principal of, premium, if any, or interest on the Notes; (gSecurities, except a payment default resulting from an acceleration that has been rescinded) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions any provision of this Indenture Indenture, the Securities 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 Guarantees 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 waived with the consent of the Holders of at least 66⅔% a majority in aggregate principal amount of the Notes then outstanding Securities (includingincluding Additional Securities, without limitation, if any) voting as a single class (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, Notesthe Securities). Section 2.09 and Section 11.06 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, no without the consent of each Holder of an outstanding Security affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder: (i) reduce the principal amount of such Securities whose Holders must consent to an amendment, supplement or waiver may waiver; (1ii) have reduce the effect principal of releasing all or substantially all 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); (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) waive a Default in the payment of principal of or premium, if any, or interest on the Securities, except a rescission of acceleration of the Collateral from the Liens of the Security Documents (except as permitted Securities 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 at least a majority in aggregate principal amount of the Notes Securities and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the Collateral under the Intercreditor Agreements, consent of all affected Holders; (2v) make any Security payable in money other than that stated in such Security; (vi) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Securities; (vii) make any change to this Section 9.02; (viii) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with Collateral respect to such Holder’s Securities; (ix) make any change to or modify the ranking of the Securities that would materially adversely affect the Holders; or (x) except as expressly permitted by this Indenture, modify the Guarantee of Holdings, Intermediate Holdings or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders Holders. It shall not be necessary for the consent of the Notes in Holders under this Section 9.02 to approve the particular form of any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, promptly mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. Amendments(a) The Issuer, supplements the Guarantors and the Trustee (or other modifications of the Notes Collateral Trustee, as applicable) may amend this Indenture, the Notes, the Note GuaranteesCollateral Trust Agreement, any other Security Document or 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 Trustee with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), ) and any past default or compliance with any provisions may be waived with the Holders consent of the holders of a majority in principal amount of the Notes then outstanding Notes may waive future compliance by voting as a single class (including consents obtained in connection with a tender offer or exchange for the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note GuaranteesNotes); provided, however, that no 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, supplement, modification amendment or waiver maysupplement 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 of an outstanding Note affected therebyaffected, an amendment may not: (ai) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity of any Note, (iv) reduce the amount payable upon the redemption of any Note or change the time when any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) make any change in Section 6.04, 6.07 or the second sentence of this Section 9.02, (vii) impair the right of any Holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such Holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after with respect to such Holder’s Notes, (viii) expressly subordinate the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note Notes or any Note Guarantee; (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 right 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 payment 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 any other Indebtedness of the Notes from that under Article III; Escrow Issuer, the Company or any Guarantor, or (lix) amendexcept as expressly provided by this Indenture, change release all or modify the obligation substantially all of the Issuer or any Note Guarantor to pay Additional AmountsGuarantees. 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 Without the consent of the Holders of at least 66⅔% two-thirds in aggregate principal amount of the Notes then outstanding outstanding, (including, without limitation, consents obtained i) except as expressly provided in connection with a purchase of, or tender offer or exchange offer for, Notes)this Indenture, no amendment, supplement amendment or waiver may modify the Guarantees in any manner adverse to the Holders, (1ii) have except as provided in the effect Collateral Trust Agreement or the Intercreditor Agreement, no amendment or waiver may release from the Lien of releasing this Indenture and the Security Documents all or substantially all of the Collateral from the Liens of the Security Documents and (except as permitted by the terms of this Indenture, the Security Documents iii) no amendment 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) waiver may make any change in the Security Documents, Collateral Trust Agreement or the Intercreditor Agreements Agreement or the provisions in this Indenture Indenture, in each case dealing with the application of trust proceeds of the Collateral that would adversely affect the Holders of the Notes or Noteholders (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than as expressly provided in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer Collateral Trust Agreement, the other Security Documents, the Indenture or the other Pari Passu Lien Debt Documents). It shall deliver not be necessary for the consent of the Holders under this Section 9.02 to approve the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion particular form of Counsel, each stating (i) that such modification, any proposed amendment, supplement or waiver is authorized or permitted pursuant to but it shall be sufficient if such consent approves the terms of this Indenture, the Notes, the Note Guarantees or the Security Documents or any Intercreditor Agreement, as applicable, and substance thereof. (iib) 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 Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 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. Amendments, supplements or other modifications of this This Indenture, the NotesNotes and the Guarantees and, subject to the Note Guaranteesterms of the Collateral Trust Agreement and the Intercreditor Agreement, as applicable, the Security Documents or any and the Intercreditor Agreement may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee amended or supplemented with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any 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 of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may. However, without the consent of each Holder of an outstanding Note affected thereby:affected, an amendment, supplement or waiver of this Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreement may not (with respect to any Notes held by a non-consenting Holder): (ai) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the Stated Maturity fixed maturity of any Note or alter the provisions with respect to the redemption of the principal of, Notes (other than pursuant to Sections 4.06 or any installment 4.08 hereof); (iii) reduce the rate of or change the time for payment of interest on, on any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (e) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (fiv) waive a default Default or Event of Default in the payment of principal ofprincipal, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (gvi) reduce modify 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 Guarantees in 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 would adversely affects affect the Holders; (jvii) reduce make any change in Section 6.04 or 6.07 or the amount payable upon a Change second sentence 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 arisenthis Section 9.02; (kviii) change the waive a redemption date payment with respect to any Note (other than a payment required by Section 4.06 or the redemption price of the Notes from that under Article III; or4.08 hereof); (lix) amendexcept as permitted by this Indenture, change or modify the obligation of Security Documents, the Issuer or any Note Guarantor to pay Additional Amounts. In addition, subject to each Intercreditor Agreement and the Collateral Trust Agreement, release any Guarantee or any Lien on all or substantially all of the Trustee and Collateral; (x) subordinate the Priority Lien Collateral Trustee are hereby authorized Notes or any Guarantee in right of payment to amend the Priority Lien Security Documents as provided therein, in this Indenture or any other Indebtedness; or (xi) make any change in the Collateral Trust Agreementpreceding amendment and waiver provisions. In addition, without the consent of the Holders holders of at least 66⅔% in aggregate 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) have the effect of releasing all or substantially all of the Collateral from the Liens of the modify any 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 Security Documents, the Intercreditor Agreements Document or the provisions in this Indenture dealing with the Security Documents or application of proceeds 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 that would adversely affect the Holders of the Notes Trust Agreement; or (32) modify the Security Documents or Intercreditor Agreement and the provisions of this Indenture dealing with Collateral Trust Agreement in any manner adverse to the Holders of the Notes holders in any material respect other than in accordance with the terms of this Indenture, the Security Documents or Documents, the Intercreditor AgreementsAgreement and the Collateral Trust Agreement. In connection with It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the 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. Amendments(a) The Issuer, supplements the Collateral Agent, the Guarantors and the Trustee may amend or other modifications of supplement this Indenture, the Notes, the Note GuaranteesSecurities, the Security Documents or and the Intercreditor Agreements, and may waive any Intercreditor Agreement may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee provision thereof (including as Notes Priority Collateral Trustee) and the Trustee provisions of Section 4.08), with the written consent of the 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 of a majority in principal amount of the Securities then outstanding Notes may waive future compliance by voting as a single class (including consents obtained in connection with a tender offer or exchange offer for the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver maySecurities). However, without the consent of each Holder of an outstanding Note affected therebySecurity affected, an amendment, supplement or waiver may not: (ai) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest on any Security or make any change to Paragraph 1(c) of the Securities (or Paragraph 1(c) of the form of Security set forth in Exhibit A); (iii) reduce the principal of or change the Stated Maturity of any Security (or reduce the principal of, or amount of any payment of any installment of interest on, principal or change the due date in respect of the payment of any Noteinstallment of principal); (biv) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may be redeemed or repurchased in accordance with Article 3 or Section 4.08; (v) make any Security payable in currency other than that stated in such Security; (vi) expressly subordinate the Securities or any Guarantees in right of payment to any other Indebtedness of the Issuer or any Guarantor or adversely affect the priority of any Liens securing the Securities and the Guarantees, except as provided in the Intercreditor Agreements; (vii) impair the right of any Holder to receive payment of principal amount of, of or premium, if any, and interest on such Holder’s Securities on or interest on, any Note; after the due dates (c) change or the place, currency or time due date in respect of the payment of principal of, any installment of principal) therefor or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guaranteewith respect to such Holder’s Securities; (eviii) reduce make any change in Section 6.04 or the above-stated percentage second sentence of outstanding Notes the consent of whose Holders is necessary to modify or amend this IndentureSection 9.02; (fix) waive a default in make any change to the payment definition of principal of, premium, if any, “Additional Securities Triggering Event,” “JATENZO®” or interest on the Notes“JATENZO® Net Sales”; (gx) 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 Guarantees in a any manner that materially and adversely affects adverse to 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, (2xi) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture or the Intercreditor Agreements dealing with the application of proceeds of the Notes Collateral that would adversely affect the Holders of the Notes or (3) modify Securities. Without the Security Documents or the provisions consent of this Indenture dealing with Collateral in any manner adverse to the Holders of at least two-thirds in aggregate principal amount of the Notes Securities then outstanding or as otherwise provided in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, no amendment, supplement or waiver in respect may release all or substantially all of the Notes Collateral from the Lien of this Indenture or the Notes, the Note Guarantees, and the Security Documents or any Intercreditor Agreement, the Issuer shall deliver with respect to the Trustee and Securities. Without the Notes Priority Collateral Trustee consent of the Holders of at least 90% in aggregate principal amount of the Securities then outstanding, an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant may not make any change in Section 4.19. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the terms particular form 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, proposed amendment, supplement or waiver have been complied with. if such consent approves the substance thereof. (b) After an amendment under this Section 9.02 becomes effective, the Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the Holders a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. Amendments, supplements The Indenture or other modifications of this Indenture, the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement Notes issued thereunder may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee amended or supplemented with the consent of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding Notes issued under the Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Holders Indenture or the Notes issued thereunder may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes may waive future compliance by issued under the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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). However, no without the consent of each Holder of an outstanding Note affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting member): (i) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver may waiver; (1ii) have reduce the effect principal of releasing all or substantially all change the fixed maturity of any Note or alter the Collateral from provisions with respect to 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 redemption of the Notes (other than pursuant to Sections 4.06 or 4.08 hereof); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the Collateral under payment of principal of, or interest or premium, or Liquidated Damages, if any, on the Intercreditor Agreements, Notes (2except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the Security Documents, the Intercreditor Agreements to Section 6.04 or the provisions in this Indenture dealing 6.07; (vii) waive a redemption payment with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes respect to any Note issued hereunder (other than payment required by Sections 4.06 or 4.08 hereof); (3viii) modify the Security Documents or the provisions of this Indenture dealing with Collateral subsidiary Guarantees in any manner adverse to the Holders holders of the Notes in such Notes; (ix) modify or change any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect provision of this Indenture or the Notes, related definitions affecting ranking or the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and subordination of the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating in a manner that materially adversely affects the Holders; or (ix) that such modification, amendment, supplement or waiver is authorized or permitted pursuant make any change to the terms 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 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 9.029.

With Consent of the Holders. Amendments(a) Except as provided in Section 9.2(b), supplements or other modifications amendments of this Indenture, the New Notes, the any Note Guarantees, the Security Documents Guarantees or any Intercreditor Agreement Collateral Document may be made by the Issuer, the Note Parent Guarantor, the Subsidiary Guarantors, the Priority Lien Trustee and with respect to any Collateral Document, the Peruvian Trustee (including and Collateral Agent, as Notes Priority Collateral Trustee) and the Trustee case may be, with the consent of the 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, New Notes), and the Holders of a majority in principal amount of the outstanding New Notes may waive future compliance by the Issuer and Issuer, the Note Guarantors Parent Guarantor or any Subsidiary Guarantor with any provision of this Indenture, the Notes New Notes, any Note Guarantee or the Note Guaranteesany Collateral Document; provided, however, provided that no such amendment, supplement, modification or waiver amendment may, without the consent of each Holder of an outstanding Note directly and adversely affected thereby: (ai) change the Stated Maturity of the principal of, or any installment of interest on, any New Note; (bii) reduce the principal amount of, or premium, if any, or stated rate of interest on, any New Note; (ciii) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any New Note; (div) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any New Note or any Note GuaranteeGuarantees; (ev) 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 Note Guarantee or any Collateral Document; (fvi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (gvii) 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 any Collateral Documents or for waiver of certain defaults;; or (hix) 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 extend the redemption date or reduce the stated the redemption price of the New Notes from that under Article III; orstated in Section 3.3. (lb) amend, change The Issuer’s or modify 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 Issuer or any Note Guarantor to pay Additional Amountswritten consent of Holders of at least 67% in aggregate principal amount then outstanding. In addition, subject to each Intercreditor Agreement and the Collateral Trust Agreementany amendment to, or waiver of, the Trustee and provisions of this Indenture, the Priority Lien New Notes, any Note Guarantee or any Collateral Trustee are hereby authorized to amend the Priority Lien Security Documents as provided therein, in this Indenture Document that (i) releases any Subsidiary Guarantee 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 (1ii) have the effect of releasing releases all or substantially all of the Collateral from the Liens of securing the Security Documents (except as permitted by New Notes, shall require the terms of this Indenture, the Security Documents or the Intercreditor Agreements) or changing or altering the priority of the security interests consent of the Holders of at least 75% in aggregate principal amount of the New Notes then outstanding, except as provided in this Indenture. Amendments to any Collateral Documents will also require the Collateral consent of the trustee under the Intercreditor Agreements, (2) make any change in indenture governing the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of this Indenture or the Existing Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 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. Amendments, supplements or other modifications of this Indenture, the Notes, the 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 Trusteea) The Issuer and the Trustee may, with respect to each series of Notes, amend this Indenture or the Notes of such series with the written consent of the Holders 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 of at least a majority in principal amount of the Notes of such series and loans under the Senior Interim Loan Facility then outstanding Notes may waive future compliance by voting as a single class (including consents obtained in connection with a tender offer or exchange for the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver mayNotes). However, without the consent of each Holder holder of an outstanding Note affected therebyaffected, an amendment may not: (a1) 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 time at which any Note may be redeemed in accordance with Article 3, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Note Guarantee to any other Indebtedness of the Issuer or any Note Guarantor; (7) impair the right of any holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (orwith respect to such holder’s Notes, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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, 8) make any change or modify in the obligation of the Issuer or any Note Guarantor to pay Additional Amounts. In addition, subject to amendment provisions which require 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 holder’s consent or in the Collateral Trust Agreementwaiver provisions or (9) except as expressly permitted by this Indenture, modify or release the Note Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. In addition, without the consent of the Holders of at least 66⅔% 75% in aggregate principal amount of Notes and loans under the Notes Senior Interim Loan Facility then outstanding (includingoutstanding, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no an amendment, supplement or waiver may not (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 modify any provisions of this Indenture, the Security Documents Indenture 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 Security Documents, the Intercreditor Agreements or the provisions in this Indenture Agreement dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral trust moneys in any manner materially adverse to the Holders of the Notes in any material respect holders other than in accordance with the terms of this Indenture, the Security Documents or Indenture and the Intercreditor AgreementsAgreement; 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. In connection with It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the 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. Amendments, supplements or other modifications of (a) The Issuer and the Trustee may amend this Indenture, the Notes, the Note Guaranteesany Security Document, the Security Documents or any First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and the Junior Priority Intercreditor Agreements with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (which consents may be made by obtained in connection with a tender offer or exchange offer for the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral TrusteeNotes) and the Trustee any past default or compliance with any provisions may be waived with the consent of the 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 a majority in principal amount of the Notes then outstanding Notes (which consents may waive future compliance by be obtained in connection with a tender offer or exchange offer for the Issuer and Notes). Notwithstanding the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver mayforegoing, without the consent of each Holder of an outstanding Note affected therebyaffected, no amendment may: (ai) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity of any Note, (iv) reduce the amount payable upon the redemption of any Note or change the time when any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) make any change in Section 6.07 or the second sentence of this Section 9.02, (vii) impair the right of any holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after with respect to such holder’s Notes, (viii) expressly subordinate the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note Notes or any Note Guarantee; (e) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary Guarantee 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 other Indebtedness 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 Guarantor, (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 (1ix) have the effect of releasing all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly permitted by the terms of this Indenture, modify the Security Documents or Guarantees in any manner adverse to 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 AgreementsHolders, or (2x) make any change in the Security DocumentsFirst Lien Intercreditor Agreement, the ABL Intercreditor Agreement, the Junior Priority Intercreditor Agreements or the provisions in this Indenture dealing with the application of Trust proceeds of the Collateral that would adversely affect the Holders 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 (3) modify 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 provisions Collateral. It shall not be necessary for the consent of this Indenture dealing with Collateral in any manner adverse to the Holders under this Section 9.02 to approve the particular form of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating substance thereof. (ib) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms 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 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 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. AmendmentsExcept as otherwise provided in Section 9.01 or this Section 9.02, supplements the Issuer, the Trustee, and the Collateral Agent may amend or other modifications of supplement this Indenture, the Notes, the Note Guarantees, the Security Documents or any Acceptable Intercreditor Agreement may be made by the IssuerAgreement, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee with the consent of the Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), ) and the Holders any existing or past Default or Event of a majority in principal amount of the outstanding Notes may waive future Default or compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 such documents 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 waived with the consent of the Holders of at least 66⅔% a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a the purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note directly and adversely affected thereby, no amendment may (with respect to any Notes held by a non-consenting Holder): (a) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of or extend the time for payment of interest on any Note; (c) reduce the principal of or change the Stated Maturity of any Note; (d) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with paragraph 5 of such Note; (e) make any Note payable in money other than that stated in such Note; (f) make any change in the provisions of this Indenture relating to the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the Notes (which, for the avoidance of doubt, shall not prohibit amendments to or waiver from Section 4.08 or Section 4.06 at any time prior to or after the occurrence of the relevant Change of Control or Asset Sale); (g) make any change in the amendment or waiver provisions that require the Holders’ consent pursuant to Section 6.04 or the second sentence of this Section 9.02; or (h) modify the ranking of the Notes or any Guarantee to any other Indebtedness of the Issuer or any Guarantor. 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, waiver or consent, but it shall be sufficient if such consent approves the substance thereof. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under Article 4 or Section 5.01, shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any, or interest on, the Notes. Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer authorizing the execution of any supplemental indenture entered into to effect any such amendment, supplement or waiver, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee, subject to its rights in Section 9.06, shall join with the Issuer in the execution of such supplemental indenture. Notwithstanding the foregoing, the Issuer and any Holder, acting in its individual capacity, may agree to any amendment, waiver or other modification of this Indenture, the Notes held by such Holder, the Guarantees and/or the Security Documents, in each case, that is directly adverse to such Holder (including, without limitation, (i) any waiver of, or extension of the time of payment relating to, any payment of interest, principal or other Obligations in respect of the Notes held by such Holder and (ii) any extension of the maturity date of any Note held by such Holder), without the consent of any other Holder, the Trustee or any other Person (and, for the avoidance of doubt, such amendment, waiver or other modification shall be binding only on such Holder and its transferees and shall not require the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding). In addition, without the consent of the Holders of at least 66⅔% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may (1i) modify any Security Document or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the effect impact of releasing all or substantially all of the Collateral from the Liens of the created by Security Documents (except as permitted by the terms of this Indenture, Indenture and the Security Documents or the Intercreditor AgreementsDocuments) or changing (ii) change or altering alter the priority of the security interests of the Holders of the Notes in the Collateral under the Intercreditor Agreements, (2) make any change in created by the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 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. Amendments, supplements or other modifications of (a) The Company and the Trustee may amend this Indenture, the Notes, the Note Guarantees, Intercreditor Agreement or 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 Trustee with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, 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 Notes may waive future compliance by voting as a single class (including consents obtained in connection with a tender offer or exchange for the Issuer and Notes). Notwithstanding the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver mayforegoing, without the consent of each Holder of an outstanding Note affected therebyaffected, no amendment may: (ai) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes or any Note Guarantees to any other Indebtedness of the Company or any Note Guarantor, (vii) impair the right of any Holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such Holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after with respect to such Holder’s Notes, (viii) make any change in Section 6.04 or 6.07 or the Stated Maturity 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 case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 provisions in the payment of principal of, premium, if any, Intercreditor Agreement 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 Guaranteeor, except as provided in this Indenture; (i) amendthe Intercreditor Agreement, any material change or modify any Note Guarantee in a manner that materially and adversely affects the Holders; (j) reduce provisions in 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 OfferSecurity Documents, in each case after dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to such Change of Control Triggering Event has occurred or such obligation to make a Proceeds Offer has arisen; (k) change Collateral that would adversely affect the redemption date or the redemption price Holders 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 AmountsNotes. In addition, subject to each the terms of the 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% 66 2/3% in aggregate principal amount of the Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes), no amendment, supplement amendment or waiver may (1) have may, following the effect of releasing Springing Lien Trigger Date, release all or substantially all of the Collateral from the Liens Lien of this Indenture and the Security Documents (except as permitted by with respect to the terms of this Indenture, Notes. It shall not be necessary for the Security Documents or the Intercreditor Agreements) or changing or altering the priority of the security interests consent of the Holders under this Section 9.02 to approve the particular form of the Notes in the Collateral under the Intercreditor Agreements, (2) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the 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. Amendments, supplements or other modifications of this Indenture, (a) With the Notes, the 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 Trustee with the written consent of the 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 of at least a majority in principal amount of the outstanding Notes may waive future compliance by Securities delivered to the Issuer Company and the Note Guarantors with Trustee or the Notes Collateral Agent, as applicable, the Company, when authorized by a resolution of the Board of Directors of the Company, and the Trustee may enter into an indenture or indentures supplemental hereto, or amendments to this Indenture for the purpose of adding any provision provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes Securities or the Note Guarantees or of modifying in any manner the rights of the Holders under this Indenture, the Securities, the Security Documents or the Guarantees; provided, however, that no such amendment, supplement, modification or waiver maysupplemental indenture shall, without the consent of each Holder of an outstanding Note affected thereby: (ai) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount ofor the rate of interest, or premium, if anyextend the time for payment of interest of the Securities or any premium payable upon the redemption of the Securities, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity due date thereof (orincluding, in the case of a 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 Note Subsidiary Guarantor under any Subsidiary Guarantee (except in accordance with the terms of this Indenture or any Note the Subsidiary Guarantee); (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; (gii) reduce the percentage or aggregate in principal amount of outstanding Notes the Securities where the consent of whose Holders the Holder is necessary required for any such amendment, supplemental indenture or waiver as provided for in this Indenture; or (iii) modify any of compliance with 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 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 Security Document 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 securing the Security Documents (except as permitted by the terms of this Indenture, the Security Documents Securities 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 Security Documents, otherwise modifies the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the other Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to that is not contemplated thereunder or this Indenture will require the Holders consent of the Notes holders of at least 66.6% in any material respect other than in accordance with the terms aggregate principal amount of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating either (i) that such modification, amendment, supplement the Securities or waiver is authorized or permitted pursuant to the terms 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 modificationthe Securities and the other CF Debt Obligations then outstanding, amendment, supplement or waiver have been complied withvoting together. After an amendment It shall not be necessary for the consent of the Holders under this Section 9.02 becomes effectiveto approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the 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 9.02substance thereof.

With Consent of the Holders. Amendments, supplements or other modifications Notwithstanding Section 9.01 of this Indenture, the NotesIssuer, the Note Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any 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 Trustee Document with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Securities then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesthe Securities), and, subject to Sections 6.04 and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on6.07, any Note; existing Default or Event of Default (b) reduce the principal amount of, other than a Default or premium, if any, or interest on, any Note; (c) change the place, currency or time Event of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 Default in the payment of the principal of, premium, if any, or interest on the Notes; (gSecurities, except a payment default resulting from an acceleration that has been rescinded) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions any provision of this Indenture Indenture, the Securities, the Security Documents, the Intercreditor Agreements or for waiver of certain defaults; (h) release the Guarantees, the Intercreditor Agreements and 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 other Security Document 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 waived with the consent of the Holders of at least 66⅔% a majority in aggregate principal amount of the Notes then outstanding Securities (includingincluding Additional Securities, without limitation, if any) voting as a single class (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, NotesSecurities), no other than the Securities beneficially owned by the Issuer or any of its Subsidiaries. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, without the consent of each Holder of an outstanding Security affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder: (i) reduce the principal amount of such Securities whose Holders must consent to an amendment, supplement or waiver waiver; (ii) reduce the principal of or change the fixed final maturity of any such Security or alter or waive the provisions with respect to the redemption of such Securities (other than provisions relating to Sections 4.09 and 4.14); provided, that any amendment to the notice requirements may (1) have be made with 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 consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice; (iii) reduce the Notes rate of or change the time for payment of interest on any Security; (iv) waive a Default in the Collateral under payment of principal of or premium, if any, or interest on the Intercreditor AgreementsSecurities, except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (2v) make any Security payable in money other than that stated in such Security; (vi) make any change in the Security Documents, the Intercreditor Agreements or the provisions in of this Indenture dealing relating to waivers of past Defaults; (vii) make any change to this Section 9.02 that is materially adverse to the Holders; (viii) impair the contractual right under this Indenture of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Xxxxxx’s Securities; (ix) make any change to or modify the application of proceeds ranking of the Collateral Securities that would 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 Notes or (3) modify latest audited consolidated financial statements for the Security Documents or the provisions of this Indenture dealing with Collateral Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders Holders. It shall not be necessary for the consent of the Notes in Holders under this Section 9.02 to approve the particular form of any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer shall mail, promptly mail or otherwise deliver send in accordance with the procedures of the Depository, Depositary to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. Amendments, supplements The Indenture or other modifications of this Indenture, the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement Notes issued thereunder may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee amended or supplemented with the consent of the Holders holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding Notes issued under the Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Holders Indenture or the Notes issued thereunder may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes may waive future compliance by issued under the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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). However, no without the consent of each Holder of an outstanding Note affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting member): (i) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver may waiver; (1ii) have reduce the effect principal of releasing all or substantially all change the fixed maturity of any Note or alter the Collateral from provisions with respect to 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 redemption of the Notes (other than pursuant to Sections 4.06 or 4.08 hereof); (iii) reduce the rate of or change the time for payment of interest on any Note issued hereunder; (iv) waive a Default or Event of Default in the Collateral under payment of principal of, or interest or premium, or Liquidated Damages, if any, on the Intercreditor Agreements, Notes (2except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the Security Documents, the Intercreditor Agreements to Section 6.04 or the provisions in this Indenture dealing 6.07; (vii) waive a redemption payment with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes respect to any Note issued hereunder (other than payment required by Sections 4.06 or 4.08 hereof); (3viii) modify the Security Documents or the provisions of this Indenture dealing with Collateral subsidiary Guarantees in any manner adverse to the Holders holders of the Notes in such Notes; (ix) modify or change any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect provision of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and related definitions affecting ranking of the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) in a manner that such modification, amendment, supplement or waiver is authorized or permitted pursuant to materially adversely affects the terms 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 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.; or

With Consent of the Holders. Amendments(a) This Indenture, supplements the Notes, the Guarantees, the Security Documents and/or the ABL/Cash Flow Intercreditor Agreement, as applicable, may be amended, and any past Default or other modifications compliance with any provisions of this Indenture, the Notes, the Note Guarantees, the Security Documents or any and/or the ABL/Cash Flow Intercreditor Agreement Agreement, as applicable, may be made by the Issuerwaived, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee with the consent of the 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), Company and the Holders holders of at least a majority in principal amount of the Notes then outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver mayvoting as a single class. However, without the consent of each Holder holder of an outstanding Note affected therebyaffected, no amendment or waiver may: (a1) change reduce the Stated Maturity amount of Notes whose holders must consent to an amendment; (2) reduce the principal of, rate of or any installment extend the time for payment of interest on, on any Note; (b3) reduce the principal amount of, of or premiumchange the Stated Maturity (including the Springing Maturity Date, if any, or interest on, earlier) of any Note; (c4) reduce the premium payable upon the redemption of any Note or change the place, currency or time of payment of principal of, or premium, if any, or interest on, at which any Note may be redeemed in accordance with Article III; (5) make any Note payable in money other than that stated in such Note; (d6) impair expressly subordinate the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note Notes or any Note Guarantee; (e) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary Guarantee 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 other Indebtedness of the Notes from that under Article IIICompany or any Guarantor; or (l7) amend, make any change or modify in the obligation of the Issuer or any Note Guarantor to pay Additional Amounts. In addition, subject to amendment provisions which require 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 holder’s consent or in the Collateral Trust Agreement. waiver provisions. (b) In addition, without the consent of the Holders holders of at least 66⅔% 66 2/3% in aggregate principal amount of the Notes then outstanding (includingoutstanding, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no an amendment, supplement or waiver may not: (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 Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3a) modify the any Security Documents Document or the provisions of this Indenture dealing with Collateral the Security Documents or application of trust moneys under the Security Documents, or (b) release a 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 adverse to the Holders holders of the Notes in any material respect Notes, other than in accordance with the terms of this Indenture, the Security Documents or and the ABL/Cash Flow Intercreditor Agreements. In connection 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 any modification, amendment, supplement or waiver in respect of this Indenture or the Notes, the Note GuaranteesIndenture, the Security Documents or any and the ABL/Cash Flow Intercreditor Agreement, . (c) It shall not be necessary for the Issuer shall deliver consent of the holders under this Section 9.02 to approve the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion particular form of Counsel, each stating (i) that such modification, any proposed amendment, supplement or waiver is authorized or permitted pursuant to but it shall be sufficient if such consent approves the terms of this Indenture, the Notes, the Note Guarantees or the Security Documents or any Intercreditor Agreement, as applicable, and substance thereof. (iid) 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 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. Amendments, supplements or other modifications The Issuers and the First Lien Trustee may amend any of this Indenture, the Notes, the Note GuaranteesDocuments, and any past Default or compliance with any provisions of any of the Security Note Documents or any Intercreditor Agreement may be made by the Issuerwaived, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee with the consent of the Holders Issuers and the holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding. However, without the consent of each holder of an outstanding Note affected, no amendment or 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, acceleration, or repurchase of any Note or change the time at which any 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) (A) subordinate in right of payment the First Priority Notes Obligations to any other Indebtedness of Issuer, the US Co-Issuer or any Guarantor (including, without limitation, consents obtained 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 connection 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 purchase offinancing to one or more of the Issuer, the US Co-Issuer or tender offer any Guarantor pursuant to Section 364 of the Bankruptcy Code or exchange offer forany 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, Notes), including receipt of fees and the Holders of other similar benefits on a majority in pro rata basis based on outstanding principal amount of the outstanding Notes may waive future compliance by Notes), subject to the Issuer and terms of the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby:Issue Date Intercreditor Agreement (a7) change impair the Stated Maturity right of the any holder to receive payment of principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, and interest on such holder’s Notes on or interest on, any Note; (c) change after the place, currency due dates therefor or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after with respect to such holder’s Notes, (8) except in accordance with paragraph (1) below, make any change in the Stated Maturity provisions of the Note Documents dealing with the application of proceeds of First Lien Collateral or the payment waterfall (orincluding Section 2.01(a) of the Issue Date Intercreditor Agreement) that would, in either case, adversely affect the case holders of a redemption, on or after the redemption date) of Notes in any Note or any Note Guarantee; (e) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify respect 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 the Note Guarantor from its Note Guarantee, except as provided in this Indenture; (i) amend, change or modify any Note Guarantee Documents in a manner that materially and adversely affects would by its terms alter the Holders; (j) reduce the amount payable upon a Change pro rata sharing 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 Offerpayments required thereby, 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 (l9) amend, change amend or modify the obligation provisions of Section 3.01, Section 3.04, Section 3.05, Section 3.09 or Section 3.10, solely with respect to the Issuer pro rata nature of any redemption, repurchase, offer, payment, application or any Note Guarantor to pay Additional Amountssharing of payments described therein. In additionNotwithstanding the foregoing, no amendment, supplement, modification or waiver may: (1) 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 additionNoteholder Participation Rights, without the consent of the Holders Issuers and the holders of at least 66⅔% 66 2/3% in principal amount of the Notes 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 specified voting threshold; or (2) except in accordance with Section 9.01 or paragraph (1) immediately above, without the consent of each holder of an outstanding Note, amend this Article IX or any other provision hereof specifying the number or percentage of holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; or In addition, no amendment, supplement or waiver may: (1) amend, modify, or waive the provisions of Section 12.02 or any other provision of this Indenture providing for the release of the Guarantees with respect to the Notes; (2) amend or modify the definition of “Unrestricted Subsidiary”; (3) amend or modify any other provision of this Indenture to permit the creation or existence of Unrestricted Subsidiaries, or any Restricted Subsidiary that would be “unrestricted” or otherwise excluded from the requirements, taken as a whole, applicable to Restricted Subsidiaries pursuant to the Note Documents, 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 (includingand, without limitationin each case, consents obtained in connection with a purchase ofthe 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 tender offer 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 exchange offer for, Noteswaiver), no 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, supplement 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 (1) have not be amended without the effect approval of releasing all or substantially all each holder of the Collateral from Notes. It shall not be necessary for the Liens consent of the Security Documents (except as permitted by holders under this Section 9.02 to approve the terms particular form 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 Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the 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. Amendments, supplements or other modifications Notwithstanding Section 9.01 of this Indenture, the NotesIssuer, the Note Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Securities, the Guarantees, the Intercreditor Agreements and any 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 Trustee Document with the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Securities then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesthe Securities), and, subject to Sections 6.04 and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on6.07, any Note; existing Default or Event of Default (b) reduce the principal amount of, other than a Default or premium, if any, or interest on, any Note; (c) change the place, currency or time Event of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 Default in the payment of the principal of, premium, if any, or interest on the Notes; (gSecurities, except a payment default resulting from an acceleration that has been rescinded) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions any provision of this Indenture Indenture, the Securities, the Security Documents, the Intercreditor Agreements or for waiver of certain defaults; (h) release the Guarantees, the Intercreditor Agreements and 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 other Security Document 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 waived with the consent of the Holders of at least 66⅔% a majority in aggregate principal amount of the Notes then outstanding Securities (includingincluding Additional Securities, without limitation, if any) voting as a single class (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, NotesSecurities), no other than the Securities beneficially owned by the Issuer or its Affiliates. Section 2.09 and Section 12.04 shall determine which Securities are considered to be “outstanding” for the purposes of this Section 9.02. However, without the consent of each Holder of an outstanding Security affected, an amendment or waiver may not, with respect to any Securities held by a non-consenting Holder: (i) reduce the principal amount of such Securities whose Holders must consent to an amendment, supplement or waiver waiver; (ii) reduce the principal of or change the fixed final maturity of any such Security or alter or waive the provisions with respect to the redemption of such Securities (other than provisions relating to Sections 4.06 and 4.08); provided, that any amendment to the notice requirements may (1) have be made with 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 consent of the Holders of a majority in aggregate principal amount of then outstanding Securities prior to giving of any notice; (iii) reduce the Notes rate of or change the time for payment of interest on any Security; (iv) waive a Default in the Collateral under payment of principal of or premium, if any, or interest on the Intercreditor AgreementsSecurities, except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders; (2v) make any Security payable in money other than that stated in such Security; (vi) make any change in the Security Documents, the Intercreditor Agreements or the provisions in of this Indenture dealing relating to waivers of past Defaults; (vii) make any change to this Section 9.02 that is materially adverse to the Holders; (viii) impair the contractual right under this Indenture of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s 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 Securities; (ix) make any change to or modify the application of proceeds ranking of the Collateral Securities that would 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 Notes or (3) modify latest audited consolidated financial statements for the Security Documents or the provisions of this Indenture dealing with Collateral Issuer), would constitute a Significant Subsidiary, in any manner adverse to the Holders Holders. It shall not be necessary for the consent of the Notes in Holders under this Section 9.02 to approve the particular form of any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer shall mail, promptly mail or otherwise deliver send in accordance with the procedures of the Depository, Depositary to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 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. Amendments(a) Subject to Section 10.06, supplements and only with the written consent of the Required Holders, the Issuer, the Guarantor, the Trustee, the Principal Paying Agent and the Collateral Agent may, from time to time and at any time, amend or other modifications of supplement this Indenture, the Notes, Guaranty or the Note GuaranteesSecurity 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 Security Documents or any Intercreditor Agreement may be made Note or of modifying in any manner the rights of the Holders in respect thereof. (b) Notwithstanding anything to the contrary in the preceding paragraph, no amendment or waiver to this Indenture or the Notes shall, without the consent of each of the Holders adversely affected directly thereby: (i) reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Notes; (ii) reduce the stated rate of or extend the stated time for payment of interest, including defaulted interest, or Additional Amounts on any Notes; (iii) 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 date on which any Notes are subject to redemption or reduce the redemption price therefor; (iv) except as expressly contemplated by the Transaction Documents, dispose of any Collateral; (v) make any Note payable in money other than that stated in the Notes; (vi) impair the right of each Holder to receive payment of principal of, premium (if any), interest and Additional Amounts, if any, on such Note on or after the due date thereof or to institute suit to enforce such payment; (vii) subordinate the Notes in right of payment to any other Indebtedness of the Issuer, ; (viii) make any change in the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) preceding amendment and the Trustee with waiver provisions which require each Holder’s consent. Without the consent of the Holders holders of not less than a majority in at least 66 2/3% aggregate principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (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 release any Lien on Collateral granted for the effect of releasing all or substantially all benefit of the Collateral from the Liens of the Security Documents (Secured Parties, 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 Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of the relevant Security Documents and this Indenture, . The consent of the Security Documents or Holders is not necessary hereunder to approve the Intercreditor Agreementsparticular form of any proposed amendment. In connection with any modification, It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver in respect of this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 Indenture becomes effective, the Issuer shall mail, or otherwise deliver in accordance with will be required to give notice to the procedures Official List of the Depository, to Luxembourg Stock Exchange and the Holders a notice as provided under Section 10.06, briefly describing such amendment. The failure to give such notice to all Holders, 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. Amendments(a) The Issuer, supplements the Collateral Agent, the Guarantors and the Trustee may amend or other modifications of supplement this Indenture, the Notes, the Note GuaranteesSecurities, the Security Documents or and the Intercreditor Agreements, and may waive any Intercreditor Agreement may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee provision thereof (including as Notes Priority Collateral Trustee) and the Trustee provisions of Section 4.08), with the written consent of the 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 of a majority in principal amount of the Securities then outstanding Notes may waive future compliance by voting as a single class (including consents obtained in connection with a tender offer or exchange offer for the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver maySecurities). However, without the consent of each Holder of an outstanding Note affected therebySecurity affected, an amendment, supplement or waiver may not: (ai) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the rate of or extend the time for payment of interest on any Security; (iii) reduce the principal of or change the Stated Maturity of any Security (or reduce the principal of, or amount of any payment of any installment of interest on, principal or change the due date in respect of the payment of any Noteinstallment of principal); (biv) reduce the premium payable upon the redemption or repurchase of any Security or change the time at which any Security may be redeemed or repurchased in accordance with Article 3, Section 4.06 or Section 4.08; (v) make any Security payable in currency other than that stated in such Security; (vi) expressly subordinate the Securities or any Guarantees in right of payment to any other Indebtedness of the Issuer or any Guarantor or adversely affect the priority of any Liens securing the Securities and the Guarantees, except as provided in the Intercreditor Agreements; (vii) impair the right of any Holder to receive payment of principal amount of, of or premium, if any, and interest on such Holder’s Securities on or interest on, any Note; after the due dates (c) change or the place, currency or time due date in respect of the payment of principal of, any installment of principal) therefor or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guaranteewith respect to such Holder’s Securities; (eviii) reduce make any change in Section 6.04 or the above-stated percentage second sentence of outstanding Notes the consent of whose Holders is necessary to modify or amend this IndentureSection 9.02; (fix) 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 Guarantees in a any manner that materially and adversely affects adverse to 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 (lx) amend, make any change or modify in 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, provisions in this Indenture or in the Intercreditor Agreements dealing with the application of proceeds of Notes Collateral Trust Agreementthat would adversely affect the non-consenting Holders of the Securities. In addition, without Without the consent of the Holders of at least 66⅔% two-thirds in aggregate principal amount of the Notes Securities then outstanding (including, without limitation, consents obtained or as otherwise provided in connection with a purchase of, or tender offer or exchange offer for, Notes)the Intercreditor Agreements, no amendment, supplement or waiver may (1) have the effect of releasing release all or substantially all of the Notes Collateral from the Liens Lien of this Indenture and the Security Documents with respect to the Securities. 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, supplement or waiver if such consent approves the substance thereof. (except as 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, 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) Indenture and to make any change in further appropriate agreements and stipulations that may be therein contained, but the Security DocumentsTrustee shall not be obligated to enter into such modified or amended indenture that affects its own rights, the Intercreditor Agreements duties or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, amendment, supplement or waiver in respect of immunities under this Indenture or the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withotherwise. After an amendment under this Section 9.02 becomes effective, the Issuer shall mail, or otherwise deliver in accordance with the procedures of the Depository, provide to the Holders a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. AmendmentsThis Indenture, supplements the Notes, the Guarantees, the Security Documents and the Intercreditor Agreement may be amended or other modifications supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of this Indenture, the Notes, the Note Guarantees, Guarantees or 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 Trustee waived with the consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may. However, without the consent of each Holder of an outstanding Note affected thereby:affected, an amendment, supplement or waiver of this Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreement may not (with respect to any Notes held by a non-consenting Holder): (ai) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the Stated Maturity fixed maturity of any Note or alter the provisions with respect to the redemption of the principal of, Notes (other than pursuant to Sections 4.06 or any installment 4.08 hereof); (iii) reduce the rate of or change the time for payment of interest on, on any Note; (b) reduce the principal amount of, or premium, if any, or interest on, any Note; (c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note; (d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee; (e) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (fiv) waive a default Default or Event of Default in the payment of principal ofprincipal, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (gvi) reduce modify 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 Guarantees in 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 would adversely affects affect the Holders; (jvii) reduce make any change in Section 6.04 or 6.07 or the amount payable upon a Change second sentence 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 arisenthis Section 9.02; (kviii) change the waive a redemption date payment with respect to any Note (other than a payment required by Section 4.06 or the redemption price of the Notes from that under Article III; or4.08 hereof); (lix) amendexcept as permitted by this Indenture, change or modify the obligation of Security Documents, the Issuer or any Note Guarantor to pay Additional Amounts. In addition, subject to each Intercreditor Agreement and the Collateral Trust Agreement, release any Guarantee or any Lien on all or substantially all of the Trustee and Collateral; (x) subordinate the Priority Lien Collateral Trustee are hereby authorized Notes or any Guarantee in right of payment to amend the Priority Lien Security Documents as provided therein, in this Indenture or any other Indebtedness; or (xi) [make any change in the Collateral Trust Agreement. preceding amendment and waiver provisions.] In addition, without the consent of the Holders holders of at least 66⅔% in aggregate 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) have the effect of releasing all or substantially all of the Collateral from the Liens of the modify any 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 Security Documents, the Intercreditor Agreements Document or the provisions in this Indenture dealing with the Security Documents or application of proceeds 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 that would adversely affect the Holders of the Notes Trust Agreement; or (32) modify the Security Documents or Intercreditor Agreement and the provisions of this Indenture dealing with Collateral Trust Agreement in any manner adverse to the Holders of the Notes holders in any material respect other than in accordance with the terms of this Indenture, the Security Documents or Documents, the Intercreditor AgreementsAgreement and the Collateral Trust Agreement. In connection with It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the 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. AmendmentsThe Issuer, supplements or other modifications of the Trustee and the First-Priority Collateral Agent, as applicable, may amend this Indenture, the Notes, the Note Holdings Guarantee, the Subsidiary Guarantees, the Security Documents or any and the First Lien Intercreditor Agreement may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee with the consent of the 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), Issuer and the Holders holders of at least a majority in principal amount of the Notes then outstanding Notes may waive future voting as a single class and any past default or compliance by the Issuer and the Note Guarantors with any provision provisions hereof may be waived with the consent of this Indenture, 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 Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver mayNotes). However, without the consent of each Holder holder of an outstanding Note affected therebyaffected, an amendment may not: (a1) 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 the principal of, or any installment of interest on, any Note;, (b4) reduce the principal amount ofpremium (including, or premiumfor the avoidance of doubt, the Applicable Premium, if any, ) payable upon the redemption of any Note or interest on, change the dates on which any Note;such premium is payable upon redemption pursuant to Article III, (c5) change make any Note payable in money other than that stated in such Note, (6) expressly subordinate the place, currency Notes or time any Subsidiary Guarantee to any other Indebtedness of the Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, or premiumpremium (including, for the avoidance of doubt, the Applicable Premium, if any), if any, and interest on such holder’s Note on or interest on, any Note; (d) impair after the right due dates therefor or to institute suit for the enforcement of any payment on or after with respect to such holder’s Note, (8) make any change in the Stated Maturity amendment provisions or in the waiver provisions which require each holder’s consent, (or9) 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 the case of each case, (A) pursuant to a redemptiontransaction 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 after the redemption datetheir Affiliates) of any Note or any Note Guarantee; such Indebtedness, to the holders of the Notes on a pro rata basis (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 determined based on the Notes; (g) reduce the percentage or 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 consent aggregate outstanding principal amount of whose Holders is necessary for waiver Notes and the aggregate outstanding principal amount of compliance with certain provisions of this Indenture any other Indebtedness (or for waiver of certain defaults;commitments in respect thereof) that requires an offer to be made in connection therewith), (h11) release permit any Note Guarantor from its Note Guaranteewaiver, except as provided in 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; (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 except pursuant to a Change 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 Control Offer original issue discount)) offered to all other providers (or a Proceeds Offertheir Affiliates) of such Indebtedness, 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 holders of the Notes from 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 under Article III; orrequires an offer to be made in connection therewith), (l12) amendpermit any waiver, change amendment or modify modification to permit the obligation 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 Note Subsidiary Guarantor to pay Additional Amounts. In additiondesignate, 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 Intercreditor Agreement and case, in connection with or following of the Collateral Trust Agreementdesignation of any person as an “Unrestricted Subsidiary” (or similar term), or (14) release, in a single transaction or series of related transactions, any 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 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 First Lien Intercreditor Agreement. In addition, without the consent of the Holders holders of at least 66⅔% 66.67% in an 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)outstanding, no amendment, supplement amendment or waiver may (1) have the effect release, in a single transaction or series of releasing related transactions, all or substantially all of the Collateral from the Liens Lien of this Indenture and the Security Documents (except as permitted with respect to the Notes. For the avoidance of doubt, any amendment to 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 terms Issue Date to permit the issuance of this Indenture, Additional Notes with only the Security Documents or the Intercreditor Agreements) or changing or altering the priority consent of the security interests holders of the Holders a majority in principal amount of the Notes in then outstanding rather than the Collateral under consent of each holder of an outstanding Note or each adversely affected holder of an outstanding Note that would otherwise be required to effect such amendment. It shall not be necessary for the Intercreditor Agreements, (2) make any change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds consent of the Collateral that would adversely affect holders under this Section 9.02 to approve the Holders particular form of the Notes or (3) modify the Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreements. In connection with any modification, proposed amendment, supplement or waiver in respect of this Indenture or but it shall be sufficient if such consent approves the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement, the Issuer shall deliver to the Trustee and the Notes Priority Collateral Trustee an Officer’s Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture, the Notes, 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 withsubstance thereof. After an amendment under this Section 9.02 becomes effective, the 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.