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

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principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in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

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

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

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

With Consent of Holders of Notes. Except as provided below (a) With the consent of the Holders of not less than a majority in this Section 9.02principal amount of the Outstanding Notes, by act of said Holders delivered to the Issuer and the Trustee, the IssuersIssuer, the Guarantors any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture (includingIndenture, without limitationany Guarantee and the Notes, Sections 3.09, 4.10 and 4.15 hereof), the Notes and Collateral Agent may amend the Note Guarantees with Notes Collateral Documents, in each case for the consent purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders of a majority in aggregate principal amount of the then outstanding Notes hereunder or thereunder (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes, and, subject to Sections 6.04 ) and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes, the Guarantees or the Notes or the Note Guarantees Collateral Documents may be 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, Additional Outstanding Notes, if any), including, without limitation, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the for Notes. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However); provided that, without the consent of the Holder of each Holder affectedOutstanding Note affected thereby, an no such amendment, supplement or waiver under this Section 9.02 may not (shall, with respect to any Notes held by a non-consenting Holder)::

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

With Consent of Holders of Notes. Except as provided below expressly stated otherwise in this Section 9.029.2, and subject to Sections 6.4 and 6.7 hereof, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and the Note Guarantees Guarantees, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or purchase of, any Subsidiary with any provision of this Indenture or the Notes. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affectedaffected (it being understood that, except as expressly stated otherwise in paragraphs (a) through (d) below, Section 4.13 and 4.14 hereof may be amended, waived or modified in accordance with the first paragraph of this Section 9.2) an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

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

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

With Consent of Holders of Notes. (a) Except as otherwise provided below in Section 9.01, Section 9.02(b) or Section 9.02(c), this Section 9.02Indenture, the IssuersNotes, the Guarantors and the Trustee may amend Collateral Documents or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof), the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of a majority in more than 50% of the aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or Notes, the Note Guarantees and the Collateral Documents may be waived with the consent of the Holders more than 50% of a majority in aggregate the principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without . Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holderholder):

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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors each Guarantor party thereto, if any, and the Trustee and/or Collateral Agent, as applicable, may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes Notes, the Guarantees and the Note Guarantees any Security Document with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), ) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees, the Security Documents or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without . Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany, each Guarantor party thereto, if any, the Guarantors Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and Notes, the Note Guarantees Guarantees, any Intercreditor Agreement and any Security Document with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), ) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or Notes, the Note Guarantees Guarantees, the Security Documents or any Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, other than the Notes beneficially owned by the Company or its Affiliates (including, without limitation, including Additional Notes, if any), ) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without . Without the consent of each Holder affectedof outstanding Notes affected (including Notes beneficially owned by the Company or its Affiliates), an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. (a) Except as provided below in Section 9.01 and this Section 9.02, the IssuersCompany, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee and the Notes Collateral Agent may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes Notes, the Collateral Documents, the Collateral Cooperation Agreement, the Intercreditor Agreements and the any Note Guarantees Guarantee with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), ) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, any Note Guarantee, the Collateral Documents, the Collateral Cooperation Agreement, the Intercreditor Agreements or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below expressly stated otherwise in this Section 9.029.2, and subject to Sections 6.4 and 6.7 hereof, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and the Note Guarantees Guarantees, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or purchase of, any Subsidiary with any provision of this Indenture or the Notes. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affectedaffected (it being understood that, except as expressly stated otherwise in clauses (a) through (e) below, Section 4.13 and 4.14 hereof may be amended, waived or modified in accordance with the first paragraph of this Section 9.2) an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09Section 3.11, 4.10 and 4.15 hereof), the Notes Note Guarantees and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Liquidated Damages, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Note Guarantees or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) HoweverNotwithstanding the foregoing, without the consent of each Holder affectedat least 75% in principal amount of the Notes (including Additional Notes, an amendmentif any) then outstanding (including consents obtained in connection with a tender offer or exchange offer for, supplement or purchase of, such Notes), no waiver under or amendment to this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):Indenture may:

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof), the Notes and the Note Guarantees with With the consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase offor the Notes), the NotesCompany, and, subject the Guarantors and the Trustee may enter into an indenture or indentures supplemental to Sections 6.04 and 6.07 hereof, this Indenture for the purpose of adding any existing Default provisions to or Event of Default (other than a Default changing in any manner or Event of Default in the payment eliminating any of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of this Indenture or the Notes or of modifying in any manner the Note Guarantees may be waived with rights of the Holders under this Indenture, including the definitions herein, or amendments or supplements to the Security Documents; provided that (i) the consent of the Holders of a majority in not less than two-thirds of the aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for the Notes. ) shall be required for (x) any amendment to Section 2.08 4.9 and Section 4.17 hereof shall determine which Notes are considered and (y) any amendment, supplement or waiver to be “outstanding” for purposes modify the provisions in this Indenture dealing with Security Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the Holders other than in accordance with this Section 9.02.Indenture and the Security Documents and (ii) Howeverno such supplemental indenture or amendments or supplements to the Security Documents shall, without the consent of the Holder of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):outstanding Note affected thereby:

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

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

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

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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors each Guarantor party thereto, if any, and the Trustee Trustee, as applicable, may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), ) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections Section 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Note Guarantees or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then then-outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without . Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting non‑consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 including Section 4.09 hereof) and 4.15 hereof), the Notes and the Note Subsidiary Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, on, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) . However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided in Section 9.1 hereof and as provided below in this Section 9.029.2, the Issuers, the Guarantors Issuers and the Trustee may amend amend, supplement or supplement waive any provision of this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof), or the Notes and or the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with by the consent of the Holders (other than the Issuers and their Affiliates) of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 2.8 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without 9.2. Without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 9.2 may not (with respect to any Notes held by a non-consenting Holder):

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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany, the Guarantors each Guarantor party thereto, if any, and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing or past Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees Guarantees, may be waived with the consent of the Holders of a majority in aggregate principal amount of the then then-outstanding Notes (including, without limitation, Additional Notes, if any), other than the Notes beneficially owned by the Company or its Affiliates (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without . Without the consent of each Holder affectedof an outstanding Note affected (including Notes beneficially owned by the Company or its Affiliates), an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors a Guarantor and the Trustee may amend or supplement this Indenture (including, including without limitation, Sections 3.09, 4.10 4.12 and 4.15 4.17 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including Additional Notes, if any)any then outstanding, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer Exchange Offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than except a continuing Default or Event of Default (i) in the payment of the principal ofprincipal, premium or interest premium, if any, interest, if any, on the Notes, except Notes and (ii) in respect of a payment default resulting from an acceleration that has been rescindedcovenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including Additional Notes, if any), includingthen outstanding, without limitation, voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without Without the consent of each Holder affectedHolder, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.094.09, 4.10 5.10 and 4.15 5.15 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes, and, subject to Sections 6.04 7.04 and 6.07 7.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes. (Section 2.08 3.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.0210.02.) However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 10.02 may not (with respect to any Notes held by a non-consenting Holder):

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

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

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

With Consent of Holders of Notes. (a) Except as otherwise provided below in Section 9.01, the immediately succeeding paragraph of this Section 9.029.02(a) or Section 9.02(b), this Indenture, the IssuersNotes, the Guarantors and the Trustee may amend Collateral Documents or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof), the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or Notes, the Note Guarantees and the Collateral Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without . Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holderholder):

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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany, each Guarantor party thereto, if any, the Guarantors Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and Notes, the Note Guarantees Guarantees, any Intercreditor Agreement and any Security Document with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), ) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections Section 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or Notes, the Note Guarantees Guarantees, the Security Documents or any Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then then-outstanding Notes (including, without limitation, including Additional Notes, if any), ) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without . Without the consent of each Holder of outstanding Notes affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below (a) With the consent of the Holders of not less than a majority in this Section 9.02principal amount of the Outstanding Notes, by act of said Holders delivered to the Issuer and the Trustee, the IssuersIssuer, the Guarantors any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture (includingIndenture, without limitation, Sections 3.09, 4.10 any Guarantee and 4.15 hereof), the Notes and for the Note Guarantees with purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the consent provisions or of modifying in any manner the rights of the Holders of a majority in aggregate principal amount of the then outstanding Notes hereunder or thereunder (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes, and, subject to Sections 6.04 ) and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees and any related Guarantee may be 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, Additional Outstanding Notes, if any), including, without limitation, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the for Notes. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However); provided that, without the consent of the Holder of each Holder affectedOutstanding Note affected thereby, an no such amendment, supplement or waiver under this Section 9.02 may not (shall, with respect to any Notes held by a non-consenting Holder)::

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (includingIndenture, without limitation, Sections 3.09, 4.10 and 4.15 hereof)any Guarantee, the Notes and or the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingRequired Noteholders, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes, and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than except a continuing Default or Event of Default in (i) the payment of the principal ofprincipal, premium premium, if any, or interest on the Notes, except Notes and (ii) in respect of a payment default resulting from an acceleration that has been rescindedcovenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingRequired Noteholders, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes; provided, that any such amendment or purchase of, supplement to or waiver of the NotesCollateral Documents also shall comply with the provisions described in the Intercreditor Agreement. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without Without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.01, 3.03, 3.07 (regarding when notice of redemption is to be provided), 3.09, 4.10 and 4.15 4.14 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest on on, the Notes, except a payment default Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) . However, without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting nonconsenting Holder):

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

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuers, the Guarantors Issuers and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 3.08 and 4.10 and 4.15 hereof), the Notes and Notes, the Note Guarantees and the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or a purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 4.14 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest on interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded, unless held by a non-consenting Holder) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):obtained

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany, the Subsidiary Guarantors (as applicable) and the Trustee and the Collateral Agent, as applicable, may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes Notes, the Subsidiary Guarantees, the Intercreditor Agreement and the Note Guarantees Collateral Documents with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, through consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing past Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or Notes, the Note Guarantees Subsidiary Guarantees, the Intercreditor Agreement and the Collateral Documents may be waived with the consent of the Holders of a majority in principal aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, through consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof 2.10 and Section 2.11 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without . Without the consent of each adversely affected Holder affectedof Notes, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

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

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

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

With Consent of Holders of Notes. Except as provided below in Section 9.01 and this Section 9.02, the Issuers, the Parent, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, including Sections 3.093.08, 4.10 and 4.15 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing default (including any Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedDefault) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below (a) With the consent of the Holders of not less than a majority in this Section 9.02principal amount of the Outstanding Notes, by act of said Holders delivered to the Issuer and the Trustee, the IssuersIssuer, the Guarantors any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture (includingIndenture, without limitationany Guarantee and the Notes, Sections 3.09, 4.10 and 4.15 hereof), the Notes and Collateral Agent may amend the Note Guarantees with Notes Collateral Documents, in each case for the consent purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders of a majority in aggregate principal amount of the then outstanding Notes hereunder or thereunder (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes, and, subject to Sections 6.04 ) and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes, the Guarantees or the Notes or the Note Guarantees Collateral Documents may be waived with 121 the consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Outstanding Notes, if any), including, without limitation, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the for Notes. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However); provided that, without the consent of the Holder of each Holder affectedOutstanding Note affected thereby, an no such amendment, supplement or waiver under this Section 9.02 may not (shall, with respect to any Notes held by a non-consenting Holder)::

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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersIssuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee and the Collateral Trustee may amend or supplement this Indenture (includingIndenture, without limitation, Sections 3.09, 4.10 and 4.15 hereof)any Guarantee, the Notes Notes, the Security Documents and the Note Guarantees ABL-Notes Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes, ) and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance failure to comply with any provision of this Indenture Indenture, any Guarantee, the Notes, the Security Documents or the ABL-Notes or the Note Guarantees Intercreditor Agreement may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, in each case other than Notes beneficially owned by the Issuer or its Affiliates (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without . Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany and the Trustee may amend or supplement this Indenture and the Notes and the Company, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof), the Notes and the Note Guarantees Guarantee, in each case, with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including Additional Notes, if any), then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than except a continuing Default or Event of Default in (i) the payment of the principal ofprincipal, premium premium, if any, or interest interest, if any, on the Notes, except Notes and (ii) in respect of a payment default resulting from an acceleration that has been rescindedcovenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including Additional Notes, if any), then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without Without the consent of each Holder affected, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided in Section 10.01 and below in this Section 9.0210.02, this Indenture, the IssuersNotes, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Subsidiary Guarantees, the Notes and ABL Intercreditor Agreement or the Note Guarantees Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes), the Notes, and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes, the Subsidiary Guarantees, the ABL Intercreditor Agreement or the Notes or the Note Guarantees Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Sections 2.08 (Section 2.08 “Outstanding Notes”) and 2.09 (“Treasury Notes”) hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However10.02. Subject to the following paragraph, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.028.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof), the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, for the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than except a continuing Default or Event of Default (i) in the payment of the principal ofprincipal, premium premium, if any, or interest on the Notes, except Notes and (ii) in respect of a payment default resulting from an acceleration that has been rescindedcovenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment as set forth below) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of or tender offer or exchange offer forfor the Notes and without regard to whether the amended, supplemented or purchase of, waived provision of the Indenture or the Notes, as applicable, shall specify that it may be amended, supplemented or waived with the approval of such Holders). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without Without the consent of each Holder affectedHolder, an amendment, supplement amendment or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections Section 3.09, 4.10 and 4.15 hereof), the Notes and or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest on or Special Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without Without the consent of each Holder affectedaffected thereby, an no amendment, supplement or waiver, including a waiver under this Section 9.02 may not (with respect in relation to any Notes held by a non-consenting Holder):past Event of Default, may:

With Consent of Holders of Notes. Except as provided below in this Section ‎Section 9.02, the Issuers, the Guarantors each Guarantor party thereto, if any, and the Trustee Trustee, as applicable, may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), ) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections ‎Section 6.04 and 6.07 hereof‎6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Note Guarantees or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding then‑outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section ‎Section 2.08 hereof and ‎Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section ‎Section 9.02.) However, without . Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section ‎Section 9.02 may not (with respect to any Notes held by a non-consenting non‑consenting Holder):

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the IssuersCompany, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and the Note Guarantees Collateral Agreements by the execution of a supplemental indenture or, in the case of any amendment or supplement to the Collateral Agreements, by the execution of an appropriate amendment or supplement thereto, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes, ) and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreement or the Notes or the Note Guarantees any Collateral Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), in each case in addition to any required consent of holders of other Pari Passu Obligations that may be required with respect to an amendment of or purchase of, waiver under a Collateral Agreement or the NotesIntercreditor Agreement. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affectedof an outstanding Note affected thereby, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 4.10, 4.15 and 4.15 4.27 hereof), the Notes ) and the Notes, Note Guarantees and the Collateral Documents (subject to the terms of the Collateral Agency Agreement) with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof The consent of the Holders of at least 85% in aggregate principal amount of Notes then outstanding shall determine which be required to release all or substantially all of the Liens on Collateral securing the Notes are considered to be “outstanding” for purposes otherwise than in accordance with the terms of this Section 9.02Indenture and the Collateral Documents.) However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersIssuer, the Guarantors each Guarantor party thereto, if any, and the Trustee Trustee, as applicable, may amend or supplement this Indenture (including, without limitation, including Sections 3.09, 4.10 4.07 and 4.15 hereof4.09 hereof and definitions used in such Sections), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), ) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections Section 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Note Guarantees or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then then-outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without . Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below expressly stated otherwise in this Section 9.029.2, and subject to Sections 6.4 and 6.7 hereof, the IssuersCompany, the Guarantors Parent and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and the Note Guarantees Parent Guarantee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, or interest or Liquidated Damages, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affectedaffected (it being understood that, except as expressly stated otherwise in paragraphs (a) through (d) below, Section 4.13 and 4.14 hereof may be amended, waived or modified in accordance with the first paragraph of this Section 9.2) an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuers, the Guarantors Issuers and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 4.08 and 4.15 4.11 hereof), ) and the Notes and or the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Interest, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

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

With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.094.09, 4.10 5.10 and 4.15 5.15 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 7.04 and 6.07 7.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or premium or interest on interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 3.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) 10.02. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 10.02 may not (with respect to any Notes held by a non-consenting Holder):

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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections Section 3.09, 4.10 and 4.15 4.14 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Interest, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “"outstanding” " for purposes of this Section 9.02.) . Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany, any Guarantors, the Guarantors Trustee and the Collateral Trustee may amend or supplement this Indenture (includingIndenture, without limitationthe Security Agreements, Sections 3.09, 4.10 and 4.15 hereof)Intercreditor Agreements, the Notes and the any Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), ) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.06, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or premium, if any, and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Security Documents, Intercreditor Agreements, the Notes or the any Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However), except that, without the consent of each Holder affectedaffected thereby, an amendment, supplement or waiver no amendment under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):may:

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the IssuersCompany, the Guarantors Guarantors, the Trustee and the Trustee First Lien Collateral Agent may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and the Note Guarantees Collateral Documents by the execution of a supplemental indenture or, in the case of any amendment or supplement to the Collateral Documents, by the execution of an appropriate amendment or supplement thereto, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes, ) and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Notes, the Guarantees or the Notes or the Note Guarantees any Collateral Document may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), in each case in addition to any required consent of holders of other First Lien Obligations that may be required with respect to an amendment of or purchase of, the Noteswaiver under a Collateral Document. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affectedof an outstanding Note affected thereby, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersIssuer, the Guarantors Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof), the Notes ) and the other Note Guarantees Documents with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or premium or interest on interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), ) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), in each case in addition to any required consent of holders of other Parity Lien Obligations required with respect to any amendment or waiver under any Note Document. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) . However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors Holdings, each Guarantor party thereto, if any, and the Trustee and/or Collateral Agent, as applicable, may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes Notes, the Guarantees and the Note Guarantees any Security Document with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), ) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Guarantees, the Security Documents or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without . Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. (a) Except as provided below in Section 4.10(d), Section 9.01 and this Section 9.02, the IssuersCompany, the Guarantors and the Trustee (and if applicable the Collateral Agent), may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and Notes, the Note Guarantees and the Collateral Documents with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes Majority Holders (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase of, the such Notes, ) and, subject to Sections Section 4.10(d), Section 6.04 and 6.07 hereofSection 6.07, any existing or past Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees or the Collateral Documents may be waived with the consent of the Majority Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However. For greater certainty, without the consent of each Holder affected, an the Collateral Agent shall only be required with respect to any amendment, supplement or waiver under this Section 9.02 may not (with respect to the Collateral Documents or with respect to any Notes held by a non-consenting Holder):amendment, supplement or waiver of this Indenture which purports to affect or modify the rights or obligations of the Collateral Agent under this Indenture or the Collateral Documents.

With Consent of Holders of Notes. Except as provided above in Section 9.01 and below in this Section 9.02, the IssuersIssuer, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and the Note Guarantees Collateral Agreements by the execution of a supplemental indenture or, in the case of any amendment or supplement to the Collateral Agreements, by the execution of an appropriate amendment or supplement thereto, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes, ) and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or Indenture, the Notes or the Note Guarantees any Collateral Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affectedof an outstanding Note affected thereby, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany, the Guarantors Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this the Indenture Documents (including, without limitation, Sections 3.09, 4.10 and 4.15 hereofwith the consent of the ABL Agent (as defined in the Intercreditor Agreement), may amend or supplement the Notes and the Note Guarantees Intercreditor Agreement) with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including Additional Notes, if any), then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than except a continuing Default or Event of Default in (i) the payment of the principal ofprincipal, premium premium, if any, or interest or Additional Interest, if any, on the Notes, except Notes and (ii) in respect of a payment default resulting from an acceleration that has been rescindedcovenant or provision which under this Indenture cannot be modified or amended without the consent of each Holder affected by such modification or amendment) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including Additional Notes, if any), then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without Without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. (a) Except as provided in Section 9.01 or below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes Security Documents, any Subsidiary Guarantee and the Note Guarantees Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the for Notes), and, subject to Sections 6.04 6.09 and 6.07 6.14 hereof, any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of interest on, premium, if any, or the principal of, premium or interest on the NotesNote, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees issued hereunder may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section Sections 2.08 and 2.09 hereof shall determine which of the Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However. In addition, without the consent of each Holder affectedHolders of at least 66 2/3% in principal amount of Notes then outstanding, an no amendment, supplement or waiver under may modify any Security Document or the provisions in this Section 9.02 may not Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Collateral from the Liens of the Security Documents (with respect to any Notes held except as permitted by a non-consenting Holder):the terms of this Indenture and the Security Documents).

With Consent of Holders of Notes. Except as provided in Section 9.01 or below in this Section 9.02, the Issuers, the Guarantors Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and Notes, the Note Guarantees Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof 2.09 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) . However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, including Sections 3.09, 4.10 and 4.15 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) . However, without the consent 97 of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

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

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 4.13 hereof), the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes, and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes. (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) . However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers, the Guarantors each Guarantor party thereto, if any, and the Trustee Trustee, as applicable, may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof)Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), ) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections Section 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture Indenture, the Note Guarantees or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then then-outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.) However, without . Without the consent of each affected Holder affectedof Notes, an amendment, supplement amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02Sections 9.02(e) and (f), the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof4.14), the Notes and Notes, the Note Guarantees Guarantees, the Collateral Documents, the Pari Passu Intercreditor Agreement (if any) or the RPA Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any), including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, premium premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived for all Holders of Notes of a series and its consequences under this Indenture with the consent of the Holders of a majority in aggregate principal amount of the then outstanding that series of Notes (including, without limitation, including Additional Notes, if any), ) issued under this Indenture and then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, for the Notes), by notice to the Trustee. (Section 2.08 hereof 2.09 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

With Consent of Holders of Notes. Except as provided below in this Section 9.02, the IssuersCompany, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, including Sections 3.09, 4.10 4.10, and 4.15 hereof), ) and the Notes and the Note Guarantees with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including Additional Notes, if any), including, without limitation, ) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). (Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.) . However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):): 109

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