Common use of With Consent of the Holders Clause in Contracts

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

With Consent of the Holders. The Issuers, the Senior Note Guarantors and the Trustee and/or the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents Senior Notes Indenture and the First Lien/Second Lien Intercreditor Agreement Senior Notes with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Senior Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least 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 Senior Notes). However) and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Senior Notes then outstanding; provided, however, that without the consent of each holder Holder of an outstanding Senior Note affected, no amendment may, among other things: (1i) reduce the amount of Senior Notes whose holders Holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Note, change the dates on time at which any such premium is payable upon redemption Senior Note may be redeemed in accordance with Article III,III of this Senior Notes Indenture or Sections 5 or 6 of the Senior Notes; (5v) make any Senior Note payable in money other than that stated in such Senior Note,; (6vi) expressly subordinate the Senior Notes or any Subsidiary Senior Note Guarantee to any other Indebtedness of the Issuers any Issuer, BP I or any Subsidiary Guarantor,Senior Note Guarantor not otherwise permitted by this Senior Notes Indenture; (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Senior Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Senior Notes; (8) viii) make any change in Section 6.04 or the amendment provisions or in proviso at the waiver provisions which require each holder’s consent, end of the first sentence of this Section 9.02; (ix) [Reserved.]; or (9x) make any change to the provisions in Section 4.15 of this Indenture, the First Lien/Second Lien Intercreditor Agreement Senior Notes Indenture or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect Section 7 of the Senior Notes that results adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Notes or this Senior Notes Indenture in a way that would result in the application loss of such proceeds in respect an exemption from any of the Notes Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any Senior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a less than pro rata basis to the holder of any Note. Except as expressly result; provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien that for purposes of this Indenture and clause (x) a “Relevant Taxing Jurisdiction” shall include the Security Documents with respect to the NotesUnited States. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable DTC procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. (a) The Issuers, the Senior Note Guarantors and the Trustee and/or the Collateral Agent may amend this Senior Notes Indenture, the Notes, the Subsidiary Guarantees, the Security Documents Escrow Agreement and the First Lien/Second Lien Intercreditor Agreement Senior Notes with the consent of the Issuers and the holders of at least a majority in principal amount of the Senior Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least 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 Senior Notes). However) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Notes then outstanding; provided, however, that without the consent of each holder of an outstanding Senior Note affected, no amendment may, among other things: (1i) reduce the amount of Senior Notes whose holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Note, change the dates on time at which any such premium is payable upon redemption Senior Note may be redeemed in accordance with Article III,III of this Senior Notes Indenture or Sections 5 or 6 of the Senior Notes; (5v) make any Senior Note payable in money other than that stated in such Senior Note,; (6vi) expressly subordinate the Senior Notes or any Subsidiary Senior Note Guarantee to any other Indebtedness of the Issuers any Issuer, BP I or any Subsidiary Guarantor,Senior Note Guarantor not otherwise permitted by this Senior Notes Indenture; (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Senior Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Senior Notes; (8) viii) make any change in Section 6.04 or the amendment provisions or in proviso at the waiver provisions which require each holder’s consent, orend of the first sentence of this Section 9.02; (9ix) [Reserved.]; or 124 (x) make any change in Section 4.15 of this Senior Notes Indenture or Section 7 of the Senior Notes that adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Notes or this Senior Notes Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any Senior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall include the United States. (b) Subject to the provisions terms of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor AgreementSection 9.02(a) (including clauses (i) through (x) thereof), without the consent of the holders of at least 66.6790% in aggregate principal amount of the Senior Notes then outstandingoutstanding (including consents obtained in connection with a tender offer or exchange offer or exchange for the Senior Notes), no an amendment or waiver may release all or substantially all of not: (i) change the Collateral from the Lien of this Indenture and the Security Documents with respect provisions applicable to the Notesspecial mandatory redemption of any Senior Note as set forth in Section 3.09; or (ii) make any change in the Escrow Agreement that would adversely affect the Holders. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable DTC procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. The Issuers, the Senior Note Guarantors and the Trustee and/or the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents Senior Notes Indenture and the First Lien/Second Lien Intercreditor Agreement Senior Notes with the consent of the Issuers and the holders of at least a majority in principal amount of the Senior Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least 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 Senior Notes). However) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Notes then outstanding; provided, however, that without the consent of each holder of an outstanding Senior Note affected, no amendment may, among other things: (1i) reduce the amount of Senior Notes whose holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Note, change the dates on time at which any such premium is payable upon redemption Senior Note may be redeemed in accordance with Article III,III of this Senior Notes Indenture or Sections 5 or 6 of the Senior Notes; (5v) make any Senior Note payable in money other than that stated in such Senior Note,; (6vi) expressly subordinate the Senior Notes or any Subsidiary Senior Note Guarantee to any other Indebtedness of the Issuers any Issuer, BP I or any Subsidiary Guarantor,Senior Note Guarantor not otherwise permitted by this Senior Notes Indenture; (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Senior Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Senior Notes; (8) viii) make any change in Section 6.04 or the amendment provisions or in proviso at the waiver provisions which require each holder’s consent, orend of the first sentence of this Section 9.02; (9ix) [Reserved.] (x) make any change to the provisions in Section 4.15 of this Indenture, the First Lien/Second Lien Intercreditor Agreement Senior Notes Indenture or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect Section 7 of the Senior Notes that results adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Notes or this Senior Notes Indenture in a way that would result in the application loss of such proceeds in respect an exemption from any of the Notes Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any Senior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a less than pro rata basis to the holder of any Note. Except as expressly result; provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien that for purposes of this Indenture and clause (x) a “Relevant Taxing Jurisdiction” shall include the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02United States.

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

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

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

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

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

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

With Consent of the Holders. The Issuers, the Senior Secured Note Guarantors, the Trustee and/or and the Collateral Agent may amend this Senior Secured Notes Indenture, the Senior Secured Notes, the Subsidiary GuaranteesFirst Lien Intercreditor Agreement, the 2013 Intercreditor Agreement, Additional Intercreditor Agreements and the Security Documents and release any (but less than substantially all) of the First Lien/Second Lien Intercreditor Agreement Collateral with the consent of the Issuers and the holders of at least a majority in principal amount of the Senior Secured Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including Additional Senior Secured Notes and consents obtained in connection with a tender offer or exchange for Senior Secured Notes) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding (including Additional Senior Secured Notes and consents obtained in connection with a tender offer or exchange for Senior Secured Notes). However; provided, however, that (x) if any such amendment or waiver will only affect one series of Senior Secured Notes (or less than all series of Senior Secured Notes) then outstanding under this Senior Secured Notes Indenture, then only the consent of the Holders of a majority in principal amount of the Senior Secured Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for Senior Secured Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Senior Secured Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Senior Secured Notes, then the consent of the Holders of not less than a majority in principal amount of the Senior Secured Notes of such series then outstanding (including, in each case, consent obtained in connection with a tender offer or exchange offer for Senior Secured Notes) shall be required; provided further, however, that without the consent of each holder of an outstanding Senior Secured Note affected, no amendment may, among other things: (1) reduce the amount of Notes whose holders must consent to an amendment, (2) reduce the rate of or extend the time for payment of interest on any Note, (3) reduce the principal of or change the Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. The IssuersExcept as provided for in Section 9.01 and this Section 9.02, the Issuer, the Trustee and/or and the Notes Collateral Agent may amend this Indenture, the Notes and the Guarantees thereof, the Security Documents, the Intercreditor Agreements and the Escrow Agreement and any past Default or Event of Default or compliance with any provisions of this Indenture, the Notes, the Subsidiary GuaranteesGuarantees thereof, the Security Documents and Documents, the First Lien/Second Lien Intercreditor Agreements or the Escrow Agreement may be waived, with the consent of the Issuers Issuer and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least 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)class. 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 dates on time at which any such premium is payable upon redemption Note may be redeemed in accordance with Article III,Section 3.01; (5) make any Note payable in money other than that stated in such Note,; (6) expressly subordinate the Notes or any Subsidiary Guarantee of the Notes to any other Indebtedness of the Issuers Issuer or any Subsidiary Guarantor,; (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on waive or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note, (8) make any change modify in the amendment provisions or in the waiver provisions which require each holder’s consent, or (9) make any change a manner materially adverse to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent interests of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no the provisions relating to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption; or (8) change the list of provisions set forth in these clauses (1)-(8) requiring the approval of each holder of an outstanding Note affected by an amendment or waiver may release all or substantially all described therein such that the approval of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Noteseach such holder is no longer required. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under Notwithstanding the foregoing in this Section 9.02 becomes effective9.02, without the Issuers shall mail, or otherwise deliver in accordance with the procedures consent of the Depositoryholders of at least 100% in principal amount of the Notes then outstanding, no amendment or waiver may (1) make any change in any Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral to the extent that such change would have the effect of releasing the Liens on all or substantially all of the Collateral which secure the Notes Obligations or (2) change or alter the priority of the Liens securing the Notes Obligations in any material portion of the Collateral in any way materially adverse, taken as a whole, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, other than, in the case of each of clauses (1) and (2), as provided under the terms of this Indenture, the Security Documents or any defect therein, shall not impair or affect of the validity of an amendment under this Section 9.02Intercreditor Agreements.

With Consent of the Holders. The Issuers, the Senior Note Guarantors and the Trustee and/or the Collateral Agent may amend this Senior Notes Indenture, the Senior Notes, the Subsidiary Guarantees, the Security Documents 2013 Intercreditor Agreement and the First Lien/Second Lien any Additional Intercreditor Agreement with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Senior Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least 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 Senior Notes). However) and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Senior Notes then outstanding; provided, however, that without the consent of each holder Holder of an outstanding Senior Note affected, no amendment may, among other things: (1i) reduce the amount of Senior Notes whose holders Holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Note, change the dates on time at which any such premium is payable upon redemption Senior Note may be redeemed in accordance with Article III,III of this Senior Notes Indenture or Sections 5 or 6 of the Senior Notes; (5v) make any Senior Note payable in money other than that stated in such Senior Note,; (6vi) expressly subordinate the Senior Notes or any Subsidiary Guarantee to any other Indebtedness of any Issuer not otherwise permitted by this Senior Notes Indenture or make any change to the Issuers or subordination provisions set forth in Article XI of this Senior Notes Indenture applicable to any Subsidiary Guarantor,Senior Note Guarantee that adversely affects the rights of any Holder; (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Senior Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Senior Notes; (8) viii) make any change in Section 6.04 or the amendment proviso at the end of the first sentence of this Section 9.02; (ix) change the provisions of the 2013 Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the waiver provisions which require each holder’s consent, interests of the Holders in any material respect; or (9x) make any change to the provisions in Section 4.15 of this Indenture, the First Lien/Second Lien Intercreditor Agreement Senior Notes Indenture or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect Section 7 of the Senior Notes that results adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Notes or this Senior Notes Indenture in a way that would result in the application loss of such proceeds in respect an exemption from any of the Notes Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Note or any Senior Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indentureresult; provided, the Security Documents or the First Lien/Second Lien Intercreditor Agreementhowever, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien that for purposes of this Indenture and clause (x) a “Relevant Taxing Jurisdiction” shall include the Security Documents with respect to the NotesUnited States. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable DTC procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. (a) The Issuers, the Senior Secured Note Guarantors, the Trustee and/or and the Collateral Agent may amend this Senior Secured Notes Indenture, the Senior Secured Notes, the Subsidiary GuaranteesFirst Lien Intercreditor Agreement, the 2007 UK Intercreditor Agreement, Additional Intercreditor Agreements and the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Senior Secured Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least 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 Senior Secured Notes). However) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding; provided, however, that without the consent of each holder of an outstanding Senior Secured Note affected, no amendment may, among other things: (1i) reduce the amount of Senior Secured Notes whose holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Secured Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Secured Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Secured Note, change the dates on time at which any such premium is payable upon redemption Senior Secured Note may be redeemed in accordance with Article III,III of this Senior Secured Notes Indenture or Sections 5 or 6 of the Senior Secured Notes; (5v) make any Senior Secured Note payable in money other than that stated in such Senior Secured Note,; (6vi) expressly subordinate the Senior Secured Notes or any Subsidiary Senior Secured Note Guarantee to any other Indebtedness of the Issuers any Issuer, BP I or any Subsidiary Guarantor,Senior Secured Note Guarantor not otherwise permitted by this Senior Secured Notes Indenture; (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Senior Secured Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Senior Secured Notes; (8) viii) make any change in Section 6.04 or the amendment provisions or in proviso at the waiver provisions which require each holder’s consent, orend of the first sentence of this Section 9.02; (9ix) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect 2007 UK Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the pro rata application of proceeds of Collateral in respect interests of the Holders in any material respect; or (x) make any change in Section 4.15 of this Senior Secured Notes Indenture or Section 7 of the Senior Secured Notes that results adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Secured Notes or this Senior Secured Notes Indenture in a way that would result in the application loss of such proceeds in respect an exemption from any of the Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Secured Note or any Senior Secured Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a result; provided that for purposes of this clause (x) a “Relevant Taxing Jurisdiction” shall include the United States. (b) Without the consent of the holders of the requisite percentage of the aggregate principal amount of the Senior Secured Notes on then outstanding required by the Trust Indenture Act (which consents may be obtained in connection with a less than pro rata basis to tender offer or exchange offer for the holder Senior Secured Notes), no amendment or waiver may release from the Lien of any Note. Except as expressly provided by this Indenture, Senior Secured Notes Indenture and the Security Documents all or substantially all of the First Lien/Second Lien Intercreditor AgreementCollateral; provided, without however, that if any such amendment or waiver disproportionately adversely affects one series of Senior Secured Notes, such amendment or waiver shall also require the consent of the holders of at least 66.67% in the requisite percentage of the aggregate principal amount of such adversely affected series of Senior Secured Notes required by the Notes then outstanding, no amendment Trust Indenture Act (which consents may be obtained in connection with a tender offer or waiver may release all or substantially all of exchange offer for the Collateral from the Lien of this Indenture and the Security Documents with respect to the Senior Secured Notes). It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable DTC procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

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

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

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

With Consent of the Holders. The Issuers, the Senior Note Guarantors and the Trustee and/or the Collateral Agent may amend this Senior Subordinated Notes Indenture, the Senior Subordinated Notes, the Subsidiary Guarantees, the Security Documents 2013 Intercreditor Agreement and the First Lien/Second Lien any Additional Intercreditor Agreement with the consent of the Issuers and the holders Holders of at least a majority in principal amount of the Senior Subordinated Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least 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 Senior Subordinated Notes). However) and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Senior Subordinated Notes then outstanding; provided, however, that without the consent of each holder Holder of an outstanding Senior Note affected, no amendment may, among other things: (1i) reduce the amount of Senior Subordinated Notes whose holders Holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Subordinated Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Subordinated Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Subordinated Note, change the dates on time at which any such premium is payable upon redemption Senior Subordinated Note may be redeemed in accordance with Article III,III of this Senior Subordinated Notes Indenture or Sections 5 or 6 of the Senior Subordinated Notes; (5v) make any Senior Subordinated Note payable in money other than that stated in such Senior Subordinated Note,; (6vi) expressly subordinate make any change to the subordination provisions set forth in Article XI of this Senior Subordinated Notes or Indenture that adversely affects the rights of any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor,Holder; (7vii) impair the contractual right of any holder Holder to receive payment of principal of, premium, if any, and interest on such holderHolder’s Senior Subordinated Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holderHolder’s Note,Senior Subordinated Notes; (8) viii) make any change in Section 6.04 or the amendment proviso at the end of the first sentence of this Section 9.02; (ix) change the provisions of the 2013 Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the waiver provisions which require each holder’s consent, interests of the Holders in any material respect; or (9x) make any change to the provisions in Section 4.15 of this Indenture, the First Lien/Second Lien Intercreditor Agreement Senior Subordinated Notes Indenture or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect Section 7 of the Senior Subordinated Notes that results adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Subordinated Notes or this Senior Subordinated Notes Indenture in a way that would result in the application loss of such proceeds in respect an exemption from any of the Notes Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Subordinated Note or any Subordinated Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indentureresult; provided, the Security Documents or the First Lien/Second Lien Intercreditor Agreementhowever, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien that for purposes of this Indenture and clause (x) a “Relevant Taxing Jurisdiction” shall include the Security Documents with respect to the NotesUnited States. It shall not be necessary for the consent of the holders Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. No amendment may be made to the subordination provisions of this Senior Subordinated Notes Indenture that adversely affects the rights of any holder of Senior Indebtedness of the Issuers or any Senior Indebtedness or Senior Subordinated Indebtedness of any Subordinated Guarantor then outstanding unless the holders of such Senior Indebtedness or Senior Subordinated Indebtedness (or their Representative) consent to such change. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, mail (or otherwise deliver in accordance with the procedures of the Depository, applicable DTC procedures) to the holders Holders a notice briefly describing such amendment. The However, the failure to give such notice to all holdersHolders entitled to receive such notice, or any defect therein, shall not impair or affect the validity of an the amendment under this Section 9.02.

With Consent of the Holders. The Issuers, Company and the Trustee and/or the Collateral Agent may amend amend, supplement or otherwise modify this Indenture, the Notes, Notes and the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent any existing Default or Event of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default Default or compliance with any provisions hereof of this Indenture, the Notes or the Guarantees may be waived waived, with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange for the offer for, such Notes)) voting as a single class. 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 dates on time at which any such premium is payable upon redemption Note may be redeemed in accordance with Article III, (5) make any Note payable in money a currency other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers Company or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Notes; (8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, consent or in the waiver provisions; (9) waive a Default or Event of Default with respect to the nonpayment of principal premium or interest (except pursuant to a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (10) release proceeds from the Escrow Account in any manner or at any time other than as set forth in Section 3.09 or 4.16 and in the Escrow Agreement; or (911) make any change to the provisions of in this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents Indenture with respect to the pro rata application of proceeds of Collateral in respect of Escrow Issuer’s obligation to redeem the Notes through a Special Mandatory Redemption in a manner that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of would materially adversely affect the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers 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. (a) The Issuers, the Senior Secured Note Guarantors, the Trustee and/or and the Collateral Agent may amend this Senior Secured Notes Indenture, the Senior Secured Notes, the Subsidiary GuaranteesFirst Lien Intercreditor Agreement, the 2007 Intercreditor Agreement, Additional Intercreditor Agreements and the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Senior Secured Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least 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 Senior Secured Notes). However) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Senior Secured Notes then outstanding; provided, however, that without the consent of each holder of an outstanding Senior Secured Note affected, no amendment may, among other things: (1i) reduce the amount of Senior Secured Notes whose holders must consent to an amendment,; (2ii) reduce the rate of or extend the time for payment of interest on any Senior Secured Note,; (3iii) reduce the principal of or change extend the Stated Maturity of any Senior Secured Note,; (4iv) reduce the premium or amount payable upon the redemption of any Note or Senior Secured Note, change the dates on time at which any such premium is payable upon redemption Senior Secured Note may be redeemed in accordance with Article III,III of this Senior Secured Notes Indenture or Sections 5 or 6 of the Senior Secured Notes; (5v) make any Senior Secured Note payable in money other than that stated in such Senior Secured Note,; (6vi) expressly subordinate the Senior Secured Notes or any Subsidiary Senior Secured Note Guarantee to any other Indebtedness of the Issuers any Issuer, BP I or any Subsidiary Guarantor,Senior Secured Note Guarantor not otherwise permitted by this Senior Secured Notes Indenture; (7vii) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Senior Secured Notes on or after the due dates thereof therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,Senior Secured Notes; (8) viii) make any change in Section 6.04 or the amendment provisions or in proviso at the waiver provisions which require each holder’s consent, orend of the first sentence of this Section 9.02; (9ix) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect 2007 Intercreditor Agreement or any Additional Intercreditor Agreement in any manner adverse to the pro rata application of proceeds of Collateral in respect interests of the Holders in any material respect; (x) make any change in Section 4.15 of this Senior Secured Notes Indenture or Section 7 of the Senior Secured Notes that results adversely affects the rights of any Holder to receive payments of Additional Amounts pursuant to such provisions or amend the terms of the Senior Secured Notes or this Senior Secured Notes Indenture in a way that would result in the application loss of such proceeds in respect an exemption from any of the Notes Taxes described thereunder that are required to be withheld or deducted by any Relevant Taxing Jurisdiction from any payments made on the Senior Secured Note or any Senior Secured Note Guarantee by the Payors, unless RGHL or any Restricted Subsidiary agrees to pay any Additional Amounts that arise as a less than pro rata basis to the holder of any Note. Except as expressly result; provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien that for purposes of this Indenture and clause (x) a “Relevant Taxing Jurisdiction” shall include the Security Documents with respect to the Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuers shall mail, or otherwise deliver in accordance with the procedures of the Depository, to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02United States.