Common use of AMENDMENT, SUPPLEMENT AND WAIVER Clause in Contracts

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or to provide for the issuance of Additional Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Guarantees (if in existence) may be amended or supplemented: to cure any ambiguity, omission, defect or inconsistency, ; to provide for the assumption by a successor corporation, partnership or limited liability company comply with Article 6 of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, ; to surrender any of the Issuer’s rights or powers under the Indenture; to add additional Guarantees covenants or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants events of the Issuer default for the benefit of the Holders of Notes; to comply with the Notes or to surrender any right or power conferred upon applicable procedures of the Issuer, to applicable Depositary; make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under of any Holder as determined in good faith by the Issuer, as evidenced in an Officers’ Certificate delivered to the Trustee; to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; to conform the text of the Indenture or the Notes to any such Holderprovision of the “Description of Notes” section of the Issuer’s Prospectus Supplement dated February 18, 2015, relating to make any change the offering of the Initial Notes; to comply with any requirement requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA; to evidence the succession of another person to the Issuer, or successive successions, and the assumption by the successor person of the covenants, agreements and obligations of such Issuer the pursuant to Article 6; and to add any Guarantor or to provide for evidence the issuance release of Additional Notesany Guarantor from its Guarantee, in each case as provided in the Indenture; or to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Notes may be listed or traded.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to the following paragraph and certain exceptionsother provisions set forth in the Indenture, the Issuer Indenture, the Senior Subordinated Notes and the Trustee Note Guarantee may amend be amended or supplement the Indenture or the Notes supplemented with the consent of the Holders of at least a majority in principal amount of the Senior Subordinated Notes then outstanding Notes(including, including Additional Noteswithout limitation, if any, voting as a single class (including consents obtained in connection with a purchase of or or, tender offer or exchange offer for the Senior Subordinated Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture Indenture, the Senior Subordinated Notes or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) Note Guarantee may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class Senior Subordinated Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Senior Subordinated Notes). Without the consent of any HolderHolder of Senior Subordinated Notes, the Issuer Company, the Guarantor and the Trustee may amend or supplement the Indenture Indenture, the Note Guarantee or the Senior Subordinated Notes to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Senior Subordinated Notes in addition to or in place of certificated Senior Subordinated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for Company's or the benefit of the Guarantor's obligations to Holders of Senior Subordinated Notes in the Notes case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of Senior Subordinated Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act or to provide for allow any Subsidiary to guarantee the issuance Senior Subordinated Notes. Any amendments with respect to subordination provisions of Additional the Senior Subordinated Notes or the Note Guarantee would require the consent of the Holders of at least 75% in aggregate principal amount of the Senior Subordinated Notes then outstanding if such amendment would adversely affect the rights of the Holders of the Senior Subordinated Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to the following paragraph and certain exceptionsother provisions set forth in the Indenture, the Issuer Indenture, the Senior Subordinated Notes and the Trustee Note Guarantee may amend be amended or supplement the Indenture or the Notes supplemented with the consent of the Holders of at least a majority in principal amount of the Senior Subordinated Notes then outstanding Notes(including, including Additional Noteswithout limitation, if any, voting as a single class (including consents obtained in connection with a purchase of or or, tender offer or exchange offer for the Senior Subordinated Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture Indenture, the Senior Subordinated Notes or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) Note Guarantee may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class Senior Subordinated Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Senior Subordinated Notes). Without the consent of any HolderHolder of Senior Subordinated Notes, the Issuer Company, the Guarantor and the Trustee may amend or supplement the Indenture Indenture, the Note Guarantee or the Senior Subordinated Notes to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Senior Subordinated Notes in addition to or in place of certificated Senior Subordinated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for Company's or the benefit of the Guarantor's obligations to Holders of Senior Subordinated Notes in the Notes case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of Senior Subordinated Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act or to provide for allow any Subsidiary to guarantee the issuance Senior Subordinated Notes. Any amendments with respect to subordination provisions of Additional the Senior Subordinated Notes or the Note Guarantee would require the consent of the Holders of at least 75% in aggregate principal amount of the Senior Subordinated Notes then outstanding if such amendment would adversely affect the rights of the Holders of Senior Subordinated Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Indenture, the Notes, the Indenture Guarantees, the Security Agreements and the Trustee Intercreditor Agreements may amend be amended or supplement the Indenture or the Notes supplemented with the consent of the Holders of at least a majority in principal amount at maturity of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture, the Notes, the Indenture Guarantees, the Security Agreements or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) Intercreditor Agreements may be waived with the consent of the Holders of a majority in principal amount at maturity of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class class. Notwithstanding the foregoing, (including consents obtained a) each of the Security Agreements may also be amended pursuant to the terms of the applicable Intercreditor Agreement without the consent of the Holders of at least a majority in connection with a purchase principal amount at maturity of or tender offer or exchange offer for the Notes), and (b) any existing default or event of default under either of the Security Agreements, and compliance with any provision of either of the Security Agreements, may be waived pursuant to the terms of the applicable Intercreditor Agreement without the consent of the Holders of at least a majority in principal amount at maturity of the Notes. Without the consent of any HolderHolder of a Note, the Issuer Indenture, the Notes, the Indenture Guarantees, the Security Agreements and the Trustee Intercreditor Agreements may amend be amended or supplement the Indenture or the Notes supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's obligations to Holders of the Notes or by a successor to surrender any right or power conferred upon the IssuerCompany pursuant to Article 5 of the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC or in order to effect or maintain the qualification of the Indenture under the TIA or Trust Indenture Act, to provide for the issuance Issuance of Additional NotesNotes in accordance with the limitations set forth in the Indenture, or to add a Subsidiary Guarantor.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Exchange Offer for, Notes), and, subject to Sections Section 6.04 and Section 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Exchange Offer for, Notes). Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular dated August 4, 2008, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes, to comply with the rules of any applicable securities depository, to provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with the requirements of the Indenture, or to add a co-issuer or co-obligor of the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Indenture, the Note Guarantees, the Notes and the Trustee Collateral Documents may amend be amended or supplement the Indenture or the Notes supplemented with the consent of the Holders of a majority not less than 66-2/3% in aggregate principal amount of the then outstanding Notes, Notes (including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Note Guarantees, the Notes or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) Collateral Documents may be waived with the consent of the Holders of a majority not less than 66-2/3% in aggregate principal amount of the then outstanding Notes, Notes (including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement Note Guarantees, the Indenture Notes or the Notes Collateral Documents may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or Guarantor's obligations to Holders of the Notes in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes provided that the interests of the Holders would not be adversely affected thereby, to allow any Guarantor or Heller Debtor Subsidiary to enter into additional Collateral Documents, xxxxided that the interests of the Holders would not be adversely affected thereby, or to provide for the issuance of Additional Notes, in accordance with the limitations set forth in the Indenture. Any amendment to, or waiver of, Article 10 of the Indenture that adversely affects the rights of the holders of the Notes shall require the consent of the holders of 100% in aggregate principal amount of Notes then outstanding.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Guaranties or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except other than a continuing Default or Event of Default in the payment of principalprincipal of, premium, if any, interest premium or Special 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 the Indenture Indenture, the Guaranties or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Guaranties or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or any Guarantor's obligations to Holders of the Notes in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of Indenture, the Collateral Agreements or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated December 5, 2003, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Collateral Agreements or the Notes; to provide for the issuance Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Guaranty with respect to the Notes, or to comply with the provisions in the Indenture regarding the addition and release of Guarantors.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Subsidiary Guarantees may be amended or supplemented: (i) to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (iii) to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of the an Issuer’s or a Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees by a successor to such Issuer or such Guarantor pursuant to surrender any right or power conferred upon the Issuer, Indenture; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make provided that any change to comply with any requirement conform the Indenture to the Offering Memorandum will be deemed not to adversely affect such legal rights; (v) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.06 of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or Indenture; (vi) to provide for the issuance of Additional NotesNotes in accordance with Section 2.02 of the Indenture; (vii) to add any additional Guarantor or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture; or (viii) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Note Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or any Guarantor's obligations to Holders of the Notes in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision contained in the "Description of Notes" in the Company's prospectus supplement dated May 2, 2003 with respect to the Notes to the extent that such provision in the "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes to may be amended or supplemented to, among other things, cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated certificated Notes in addition to or in place of certificated uncertificated Notes, to add additional Guarantees or additional obligors comply with respect to the Notes, to secure the Notes, to add to the covenants Article 5 and/or Article 10 of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the IssuerIndenture, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially and adversely affect the legal rights under the Indenture of any such Holder, to make any change evidence and provide for the acceptance of an appointment by a successor trustee, to add Note Guarantees with respect to the Notes, to release a Subsidiary Guarantor as provided in the Indenture or to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the this Indenture under the TIA TIA. Without the consent of each Holder affected thereby, no amendment or waiver may (with respect to any Notes held by a non-consenting Holder): reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; reduce the rate of or change or have the effect of changing the time for payment of interest, on any Notes; reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; waive an Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); make any Notes payable in a currency or place of payment other than that stated in the Notes; make any change in provisions of the Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on such Note on or after the due date thereof or to provide for bring suit to enforce such payment; and make any change in the issuance provisions of the Indenture described under “Additional NotesAmounts” that adversely affects the rights of any Holder.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Indenture, the notes, the Guarantees and the Trustee Notes Security Documents may amend be amended or supplement supplemented with the Indenture consent of the Holders of not less than a majority in aggregate principal amount of the notes then (including additional notes, if any) then outstanding voting as a single class, and any existing Default or Event of Default or compliance with any other provision of the Indenture, the notes or the Guarantees, or with the Notes Security Documents, may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the notes then outstanding (including additional notes, if any) voting as a single class; provided that (x) if any such amendment or waiver will only affect one series of notes (or less than all series of notes) then outstanding under this Indenture, then only the consent of the Holders of a majority in principal amount of the notes of such series then outstanding Notes(including, including Additional Notesin each case, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of notes in a manner different and materially adverse relative to the Notes)manner such amendment or waiver affects other series of notes, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with then the consent of the Holders of a majority in principal amount of the notes of such series then outstanding Notes(including, including Additional Notesin each case, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for notes) shall be required. Notwithstanding anything to the Notes). Without contrary, without the consent of any HolderHolder of notes, the Issuer and Indenture, the Trustee may amend or supplement notes, the Indenture Guarantees or the Notes Security Documents may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency in the Indenture; to comply with the provisions of the Indenture concerning consolidation, merger and sale of assets; to evidence and provide for the assumption acceptance of appointment under the Indenture by a successor corporation, partnership trustee or limited liability company of the obligations of the Issuer under the Indenture, Collateral Agent; to provide for uncertificated Notes notes in addition to or in place of certificated Certificated Notes (provided, that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code); to add one or more additional Guarantees on the terms required by the Indenture, or provide for the assumption of the Parent’s, either Issuer’s or any of the Subsidiary Guarantors’ obligations to the Holders; provided that the addition of any such additional obligor that is not an obligor with respect to all notes issued under this Indenture shall require the consent of the Holders of not less than a majority in principal amount of the notes then outstanding (including, without limitation, additional notes, if any); to make any change that, in the good faith opinion of the Board of Directors of the Parent as evidenced by a board resolution, does not adversely affect the legal rights of any Holder in any material respect; to conform the text of the Indenture (including any supplemental indenture or other instrument pursuant to which additional notes are issued), the notes (including any additional notes), any Subsidiary Guarantee, the Parent Guarantee, the Collateral Agency Agreement, the Crossing Lien Intercreditor Agreement or any Collateral Agreement to any provision of the “Description of Senior Secured Notes” or “Intercreditor Arrangements” sections of the Offering Memorandum, to the extent that such provision in that “Description of Senior Secured Notes” or “Intercreditor Arrangements” section was intended to be a verbatim recitation of a provision of the Indenture, the notes, the Parent Guarantee, any Subsidiary Guarantee, the Collateral Agency Agreement, the Crossing Lien Intercreditor Agreement or any Collateral Agreement; to amend the Collateral Agency Agreement to add additional Guarantees or additional obligors with respect to holders of Additional Secured Obligations permitted under the NotesIndenture, to secure the Notes, Collateral Agency Agreement and any Secured Debt Documents then in effect; to add to the covenants of the Issuer for the benefit of the Holders of the Notes Holders, or to surrender any right or power conferred upon the IssuerParent, the Issuers or any Guarantor; to make any change that would provide any additional rights release, terminate or benefits to discharge the Holders of Notes or that does not adversely affect the legal rights under the Indenture Guarantee of any Guarantor or any Lien, in each case when such Holderrelease, to make any change to comply termination or discharge is permitted in accordance with any requirement the terms of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or this Indenture; to provide for the issuance of Additional Notesadditional notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture; to make any changes with respect to the rights or obligations of the Trustee or other provisions relating to the Trustee that do not adversely affect the rights of any Holder in any material respect; to make any amendments to the provisions of the Indenture relating to the transfer and legending of notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the notes; provided, however, that (i) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer notes; to amend the Notes Security Documents to add any holders of Priority Lien Obligations to the extent permitted under the Indenture, the Collateral Agency Agreement and any Priority Lien Document then in effect; and to add to the Collateral securing the notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture, the Issuer Notes, the Note Guarantees, the Collateral Sharing Agreement or the Security Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes and (b) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture Indenture, the Notes, the Note Guarantees or the Notes with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class Security Documents (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notesi) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, ; (ii) to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, comply with Article 5; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (iv) to add additional Note Guarantees or additional obligors with respect to the Notes, to secure the Notes, ; (v) to add to the covenants of the Issuer Issuers for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer, Issuers; (vi) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; (vii) to provide for the issuance of the Exchange Notes, Private Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to make the Original Notes (except that the transfer restrictions contained in the Original Notes shall be modified or eliminated, as appropriate), and which shall be treated, together with any change outstanding Original Notes, as a single issue of securities; (viii) to comply with any requirement of the Commission in order to effect connection with qualifying, or maintain maintaining the qualification of, this Indenture under the TIA; (ix) if necessary, in connection with any addition or release of Collateral permitted under the terms of the Indenture under or the TIA Security Documents; or (x) prior to provide for the issuance Discharge of Additional NotesCredit Agreement Obligations, to give effect to any amendment, waiver or consent in respect of any Security Document or the Collateral Sharing Agreement that does not materially affect the rights of the Holders.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Company and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the First Supplemental Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). In addition, any amendment to the subordination provisions of the Indenture that would adversely affect the rights of Holders will require the consent of holders of at least 75% in aggregate principal amount of the Notes then outstanding. Without the consent of any Holder, the Issuer Company and the Trustee may amend or supplement the Indenture or the Notes to (1) cure any ambiguity, omission, defect or inconsistency, inconsistency in any manner that is not adverse in any material respect to any holder of the Notes; (2) provide for the assumption by a successor corporation, partnership or limited liability company Surviving Person of the obligations of the Issuer Company under the Indenture, provided, that the Company delivers to the Trustee: (a) an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by the Surviving Person and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and (b) an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for Canadian tax purposes as a result of such assumption by the Surviving Person and will be subject to Canadian federal, provincial and territorial taxes (including withholding taxes) on the same amounts, in the same manner and at the same times as would have been the case if such assumption had not occurred; (3) provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, to or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) add additional Guarantees or additional obligors with respect to the Notes, to ; (5) secure the Notes, to add to the covenants of the Issuer Company for the benefit of the Holders holders of the Notes or to surrender any right or power conferred upon the Issuer, to Company; (6) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to Holder of the Notes; (7) make any change to the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Debt under such provisions; (8) comply with any requirement of the Commission in order to effect or maintain connection with the qualification of the Indenture under the TIA Trust Indenture Act; or to (9) provide for the issuance of Additional NotesNotes in accordance with the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Guarantees (if in existence) may be amended or supplemented: to cure any ambiguity, omission, defect or inconsistency, ; to provide for the assumption by a successor corporation, partnership or limited liability company comply with Article 6 of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, ; to surrender any of the Issuer’s rights or powers under the Indenture; to add additional Guarantees covenants or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants events of the Issuer default for the benefit of the Holders of Notes; to comply with the Notes or to surrender any right or power conferred upon applicable procedures of the Issuer, to applicable Depositary; make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under of any Holder as determined in good faith by the Issuer, as evidenced in an Officers’ Certificate delivered to the Trustee; to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; to conform the text of the A-5 Indenture or the Notes to any such Holderprovision of the “Description of Notes” section of the Issuer’s Prospectus Supplement dated February 18, 2015, relating to make any change the offering of the Initial Notes; to comply with any requirement requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA; to evidence the succession of another person to the Issuer, or successive successions, and the assumption by the successor person of the covenants, agreements and obligations of such Issuer the pursuant to Article 6; and to add any Guarantor or to provide for evidence the issuance release of Additional Notesany Guarantor from its Guarantee, in each case as provided in the Indenture; or to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Notes may be listed or traded.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes or and Note Guarantees pursuant to surrender any right or power conferred upon the IssuerIndenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s prospectus supplement dated May 20, 2013, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, which intent may be evidenced by an Officers’ Certificate to that effect; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to comply with the procedures of DTC or the Trustee with respect to the provisions of the Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests in the Notes; or to evidence the release of any Guarantor permitted to be released under the terms of the Indenture or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, the Issuer Indenture or the Notes 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. Any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes (other than any Default in the payment of principal or interest on the Note or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected) may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Company and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notesi) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, to provide for inconsistency in the assumption by a successor corporation, partnership Indenture; provided that such amendments or limited liability company supplements shall not materially and adversely affect the interests of the obligations Holders; (ii) to comply with Article 5 of the Issuer under the Indenture, relating to provide for uncertificated Notes in addition to a merger or in place consolidation or sale of certificated Notes, to add additional Guarantees all or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants substantially all of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change Company’s assets; (iii) to comply with any requirement requirements of the Securities and Exchange Commission in order to effect or maintain connection with the qualification of the Indenture under the TIA Trust Indenture Act; (iv) to evidence and provide for the acceptance of appointment of a successor Trustee and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the issuance administration of Additional Notesthe trusts by more than one Trustee, pursuant to the requirements of the Indenture; (v) to establish the form or forms or terms of any additional series of Securities; (vi) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; and (vii) to make any change that does not materially and adversely affect the rights of any Holder.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee The Company may amend or supplement the Indenture or the Notes this Certificate of Designation with the affirmative vote or consent of the Holders holders of a majority in principal amount of the shares of Convertible Preferred Stock then outstanding Notes, including Additional Notes, if any, voting as a single class (including votes or consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), Convertible Preferred Stock) and, subject to Sections 6.04 and 6.07 of the Indentureexcept as otherwise provided by applicable law, any existing Default past default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance failure to comply with any provision of the Indenture or the Notes (except for certain covenants and provisions this Certificate of the Indenture which cannot be amended without the consent of each Holder) Designation may also be waived with the consent of such holders. Notwithstanding the foregoing, however, without the consent of each Holder affected, an amendment (including any amendment or restatement of the Company's Certificate of Incorporation) or waiver may not (with respect to any shares of the Convertible Preferred Stock held by a non-consenting Holder); (i) alter the voting rights with respect to the Convertible Preferred Stock or reduce the number of shares of the Convertible Preferred Stock whose Holders must consent to an amendment, supplement or waiver, (ii) reduce the Liquidation Preference of any share of the Convertible Preferred Stock or adversely alter the provisions with respect to the redemption of the Convertible Preferred Stock, (iii) reduce the rate of or change the time for payment of dividends on any share of the Convertible Preferred Stock, (iv) waive a default in the payment of dividends on the Convertible Preferred Stock, (v) make any share of the Convertible Preferred Stock payable in money other than United States dollars, (vi) make any change in the provisions of the Certificate of Designation relating to waivers of the rights of Holders of a majority the Convertible Preferred Stock to receive the Liquidation Preference, to receive dividends on the Convertible Preferred Stock or (vii) make any change in principal amount of the then outstanding Notesforegoing amendment and waiver provisions. Notwithstanding the foregoing, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without without the consent of any HolderHolder of the Convertible Preferred Stock, the Issuer Company may (to the extent permitted by, and subject to the Trustee may requirements of, Delaware law) amend or supplement the Indenture or the Notes this Certificate of Designation to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company uncertificated shares of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes Convertible Preferred Stock in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants shares of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the IssuerConvertible Preferred Stock, to make any change that would provide any additional rights or benefits to the Holders of Notes the Convertible Preferred Stock or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change that the Board of Directors determines, in good faith, is not materially adverse to Holders of the Convertible Preferred Stock or is required for the Company to comply with any requirement of the Commission in order to effect or maintain the qualification of the Indenture under as in effect on the TIA or to provide for the issuance of Additional NotesIssue Date.

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Issuer and Supplemental Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Subsidiary 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Supplemental Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and the Trustee may amend or supplement the Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, omissionmistake, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s Obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to surrender any right or power conferred upon Article 5 of the IssuerSupplemental Indenture, (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, to make any change (v) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA TIA, (vi) to conform the text of the Supplemental Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated May 7, 2019, relating to the initial offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, or (ix) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of fixed rate notes” section of the Company’s Offering Memorandum dated February 18, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of fixed rate notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes; or to add additional obligors under the Indenture or the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the 2021 Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes2021 Notes (including, including 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 for, or purchase of, the 2021 Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except other than a continuing Default or Event of Default in the payment of principalthe principal of, premium, if any, premium or interest or Special Interest, if any, on the 2021 Notes) or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees, if any, or the 2021 Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes2021 Notes (including, including Additional Noteswithout limitation, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the 2021 Notes). Without the consent of any HolderHolder of a 2021 Note, the Issuer and the Trustee may amend or supplement the Indenture or the 2021 Notes may be amended or supplemented: to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; to provide for uncertificated 2021 Notes in addition to or in place of certificated 2021 Notes, ; to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Issuers’ obligations to Holders of the 2021 Notes in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuer, Issuers’ assets; to make any change that would provide any additional rights or benefits to the Holders of the 2021 Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change Holder of 2021 Notes; to comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act; to conform the text of the Indenture or the 2021 Notes to any provision of the “Description of the SPH Notes” section of the Issuers’ Offer to Exchange dated May 3, 2012 as amended and supplemented by the Amendment and Supplement to the Offer to Exchange dated July 6, 2012, relating to the issuance and sale of the 2021 Initial Notes, to the extent that such provision in that “Description of the SPH Notes”, as so amended and supplemented, was intended to be a verbatim recitation of a provision of the Indenture or the 2021 Notes; to provide for the issuance of any Exchange Notes pursuant to the Registration Rights Agreement and any Additional Notes in accordance with the limitations set forth in the Indenture as of its date; or to add collateral to secure the 2021 Notes or to add Guarantees of the Issuers’ obligations under the 2021 Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Escrow Agreement or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated October 26, 2006, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees, the Escrow Agreement or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement Collateral Documents, the Indenture Rank Intercreditor Agreement, the FF&E Intercreditor Agreement or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture Indenture, the Collateral Documents, the Rank Intercreditor Agreement, the FF&E Intercreditor Agreement or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement Collateral Documents, the Indenture Rank Intercreditor Agreement, the FF&E Intercreditor Agreement or the Notes may be amended or supplemented to (i) cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to (ii) provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Issuers' obligations to Holders of the Notes in case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the IssuerIssuers' assets, to (iii) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to (iv) comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act of 1939, as amended, (v) enter into additional or supplemental Collateral Documents or (vi) conform the text of the Indenture, the Collateral Documents or the Notes to provide for any provision of the issuance "Description of Additional the Notes" section of the Issuers' Offering Memorandum dated January 15, 2004, relating to the initial offering of the Notes, to the extent that such provision in that "Description of the Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Collateral Documents or the Notes, or (vii) allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes. Any amendment to, or waiver of, the provisions of any of the Collateral Documents relating to Section 4.13 of the Indenture or Article 10 thereof will require the consent of the Holders of at least 66?% in principal amount of the Notes then outstanding.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained class, in connection each case in addition to any required consent of holders of other Parity Lien Obligations required with a purchase of respect to any amendment or tender offer or exchange offer for the Notes)waiver under any Note Document. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Note Guarantees may be amended or supplemented: to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, ; to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Issuers’ or a Guarantor’s obligations to Holders of the Notes and Note Guarantees by a successor to an Issuer or such Guarantor pursuant to surrender any right or power conferred upon the Issuer, Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change ; to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA; to conform the text of the Note Documents to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated January 8, 2016, relating to the initial offering of the Notes; to conform the text of the Note Documents or any other such documents (in recordable form) as may be necessary or advisable to preserve and confirm the relative priorities of the Priority Lien Documents and the Parity Lien Documents as such priorities are contemplated by and set forth in the Intercreditor Agreement; to provide for the issuance of Additional NotesNotes in accordance with the limitations set forth in the Indenture; to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture; to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee; to make, complete or confirm any grant of Collateral permitted or required by any of the Note Documents; to release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents and to confirm and evidence any such release, discharge, termination or subordination; or with respect to the Note Documents, as provided in the Intercreditor Agreement and the Collateral Trust Agreement.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Company and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Third Supplemental Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). In addition, any amendment to the subordination provisions of the Indenture that would adversely affect the rights of Holders will require the consent of holders of at least 75% in aggregate principal amount of the Notes then outstanding. Without the consent of any Holder, the Issuer Company and the Trustee may amend or supplement the Indenture or the Notes to (1) cure any ambiguity, omission, defect or inconsistency, inconsistency in any manner that is not adverse in any material respect to any holder of the Notes; (2) provide for the assumption by a successor corporation, partnership or limited liability company Surviving Person of the obligations of the Issuer Company under the Indenture, provided, that the Company delivers to the Trustee: (a) an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by the Surviving Person and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and (b) an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for Canadian federal, provincial and territorial tax purposes as a result of such assumption by the Surviving Person and will be subject to Canadian federal, provincial and territorial taxes (including withholding taxes) on the same amounts, in the same manner and at the same times as would have been the case if such assumption had not occurred; (3) provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, to or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) add additional Guarantees or additional obligors with respect to the Notes, to ; (5) secure the Notes, to add to the covenants of the Issuer Company for the benefit of the Holders holders of the Notes or to surrender any right or power conferred upon the Issuer, to Company; (6) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to Holder of the Notes; (7) make any change to the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Debt under such provisions; (8) comply with any requirement of the Commission in order to effect or maintain connection with the qualification of the Indenture under the TIA Trust Indenture Act; or to (9) provide for the issuance of Additional NotesNotes in accordance with the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding NotesNotes other than the Notes beneficially owned by the Company or its Affiliates (including, including without limitation, Additional Notes, if any), voting as a single class (including including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except other than a continuing Default or Event of Default in the payment of principalthe principal of, premiumpremium on, if any, interest or Special Interestinterest, if any, on the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding NotesNotes other than the Notes beneficially owned by the Company or its Affiliates (including, including without limitation, Additional Notes, if any), then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Notes). Without the consent of any HolderHolder of Notes, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented to cure any ambiguity, omission, defect mistake, defect, error or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under inconsistency contained in the Indenture, or make such other provisions in regard to matters or questions arising under the Indenture as the Issuers may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of the Notes; to provide for uncertificated Notes in addition to or in place of certificated Notes, ; to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of the any Issuer’s or any Guarantor’s obligations to Holders of the Notes in the case of a merger or to surrender any right consolidation or power conferred upon the sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of such Issuer’s or such Guarantor’s assets, as applicable; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; to add or modify covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer, to make the Co-Issuer or any change Guarantor; at the Issuers’ election, to comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA TIA, if applicable or required; to conform the text of the Indenture, the Notes or the Security Documents to any provision of the “Description of the Notes” section of the Offering Memorandum dated July 1, 2020, relating to the initial offering of the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture to the Indenture and/or any Security Document with respect to the Notes; to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent to provide for the accession by the Trustee or Collateral Agent to any Notes documentation; to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Collateral Agent for the benefit of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Obligations in respect of the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise; to release or subordinate Collateral from the Lien of the Indenture and the Security Documents when permitted or required by the Security Documents or the Indenture; and to provide for the succession or joinder of any parties to the Security Documents or the Intercreditor Agreements (and other amendments that are administrative, conforming or ministerial in nature) in connection with the incurrence of Additional Pari Passu Obligations or Permitted Junior Lien Obligations or any amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any Senior Credit Agreement or any other Pari Passu Obligations or any other agreement that is not prohibited by the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of fixed rate notes” section of the Company’s Offering Memorandum dated February 18, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of fixed rate notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes; or to add additional obligors under the Indenture or the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of the an Issuer’s obligations to Holders of the Notes or pursuant to surrender any right or power conferred upon Article Five of the IssuerSupplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such HolderHolder of the Notes, (5) to make secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, (7) to add any change additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Supplemental Indenture, (8) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the TIA Trust Indenture Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the issuance reorganization of Additional the Company as any other form of entity in accordance with Section 5.01(c) of the Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the Prospectus Supplement relating to the Notes dated May 12, 2014.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe exceptions set forth in the Indenture, the Issuer and Notes, the Trustee Note Guarantees, the Collateral Documents and, with the consent of the First Priority Collateral Agent, the Intercreditor Agreement, may amend be amended or supplement the Indenture or the Notes supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject . Subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in any particular instance by the Company or the Guarantors with any provision of the Indenture, the Notes, including Additional Notesthe Note Guarantees, if anythe Collateral Documents or, then outstanding voting as a single class with the consent of the First Priority Collateral Agent, the Intercreditor Agreement (including waivers and consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without the consent of any Holder, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees, the Collateral Documents or the Notes Intercreditor Agreement may be amended or supplemented (i) to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (iii) to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for Company’s or a Guarantor’s obligations to Holders in the benefit case of a merger or consolidation or sale of all or substantially all of the Holders of the Notes Company’s or to surrender any right or power conferred upon the Issuersuch Guarantor’s assets, as applicable; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change ; (v) to comply with any requirement requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA or TIA; (vi) to conform the text of the Indenture Documents to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of the applicable of any Indenture Document, which intent shall be evidenced by an Officer’s Certificate of the Company to that effect; (vii) to provide for the issuance of Additional NotesNotes in accordance with the limitations set forth in the Indenture; (viii) to evidence and provide for the acceptance of an appointment of a successor trustee under the Indenture pursuant to the requirements thereof; (ix) to allow any Guarantor to execute a supplemental indenture to evidence its Note Guarantee with respect to the Notes or to release a Guarantor from its Note Guarantee in accordance with the terms of the Indenture; or (x) to enter into additional or supplemental Collateral Documents or to release Collateral from the Lien of the Indenture or the Collateral Documents in accordance with the terms of the Indenture, subject to the Intercreditor Agreement. Notwithstanding the foregoing, any amendment to, or waiver of, the provisions of the Indenture or any Collateral Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66 2⁄3% in aggregate principal amount of the Notes then outstanding.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes or to add additional Guarantees or additional obligors with respect to alter the Notes, to secure the Notes, to add to the covenants provisions of Article 2 of the Issuer Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; to provide for the benefit assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or to surrender any right or power conferred upon Article 12 of the Issuer, Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture hereunder of any such Holder, to make any change Holder of the Note; to comply with any requirement requirements of the Commission SEC in order to effect or maintain the qualification of the this Indenture under the TIA or TIA; to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; to allow any Guarantor to execute a supplemental A2-5 indenture and/or a Subsidiary Guarantee with respect to the Notes; to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any release of Collateral that becomes effective as set forth in this Indenture; to reflect any waiver or termination of any right arising under Article 10 of the Indenture that otherwise would be enforceable by any holder of a Parity Lien Obligation or Parity Lien, if such waiver or termination is set forth or provided in this Indenture or agreement governing or giving rise to such Parity Lien Obligation or Parity Lien, PROVIDED that no such waiver or amendment shall adversely affect the rights of Holders of the Notes; or as provided in clause (2) of Section 10.07.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Company and the Trustee may amend or supplement the Indenture Indenture, the Notes or the Notes Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, may waive any existing Default or Event of Default (except a continuing Default or Event of Default in (i) the payment of principal, premium, if any, interest or Special Interest, if any, on the NotesNotes and (ii) in respect of a covenant which under the 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 the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Issuer Company and the Trustee may amend or supplement the Indenture Indenture, the Notes or the Notes Guarantees: to cure any ambiguity, omission, defect or inconsistency, inconsistency in any manner that is not adverse in any material respect to any Holder of the Notes; to provide for the assumption by a successor corporation, partnership or limited liability company Surviving Person of the obligations of the Issuer Parent or the Company under the Indenture, the Notes and the Guarantees; to provide for uncertificated Notes in addition to or in place of certificated Notes, ; to add additional Guarantees or additional obligors with respect to the Notes, or release, terminate or discharge Guarantors from Guarantees as permitted by the Indenture; to secure the Notes, ; to add to the covenants of the Issuer Parent and the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer, Parent or the Company; to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change Holders of Notes; to comply with any requirement of the Commission in order to effect or maintain connection with the qualification of the Indenture under the TIA or TIA; to add a co-issuer of the Notes as contemplated by Section 5.01(a)(i) of the Indenture; to provide for the issuance of Additional Notes; and to conform the text of the Indenture or the Notes to any provision of the “Description of the Notes” section of the offering memorandum, dated as of March 10, 2010, relating to the sale of the Initial Notes, to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture or the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, ; to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of the an Issuer’s obligations to Holders of Notes in the Notes case of a merger or to surrender any right consolidation or power conferred upon the sale of all or substantially all of such Issuer, ’s properties or assets; to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 of the Indenture; to provide for the issuance of additional Notes in accordance with the limitations set forth in the Indenture; to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, to make any change in each case as provided in the Indenture; to comply with any requirement requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA TIA; to evidence or to provide for the issuance acceptance of Additional appointment under the Indenture of a successor trustee; or to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” in the Issuers’ offering memorandum, dated May 24, 2011.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees or the Notes Security Documents 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except other than a continuing Default or Event of Default in the payment of principalthe principal of, premium, if any, or interest or Special Intereston, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of Notes, the Indenture which cannot be amended without Note Guarantees or the consent of each Holder) Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees or the Notes Security Documents may be amended or supplemented: to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or to provide for the issuance of Additional Notes or PIK Interest Notes or to increase the outstanding principal amount of the Notes, to release or subordinate Liens on Collateral in accordance with the Note Documents, to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with the Indenture and the other Note Documents, to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or release the Note Guarantees pursuant to the terms of the Indenture, to add any Collateral or to evidence the release of any Liens as provided in the Indenture and the other Note Documents, in each case as provided in the Indenture or other Note Documents, as applicable, with respect to the Security Documents, as provided in the Intercreditor Agreement, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents establishing Parity Liens (including to secure Parity Lien Obligations permitted to be incurred and secured under the Indenture), to evidence and provide for the acceptance of a successor Trustee or to modify Section 2.06 of the Indenture solely for the purpose of providing for the removal of the Private Placement Legend from any Note and to allow for the transfer of a Restricted Definitive Note or a beneficial interest in a Restricted Global Note to a Note that has an unrestricted CUSIP number, in each case in accordance with applicable securities laws.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Indenture, the Notes, the Note Guarantees and the Trustee Collateral Documents may amend be amended or supplement the Indenture or the Notes supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Notes, the Note Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) Collateral Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any Holder, the Issuer Issuers, any Restricted Entity, any Restricted Subsidiary of Xxxx Las Vegas or any Restricted Entity, or any Guarantor, the Issuers, Guarantors and the Trustee may amend or supplement the Indenture Indenture, the Notes, the Note Guarantees or the Notes Collateral Documents to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of Issuers' and any Guarantor's obligations to the Holders of the Notes by a successor to the Issuers or such Guarantor, as the case may be, in the case of a merger or consolidation or sale of all or substantially all of the Issuers' of such Guarantor's assets pursuant to surrender any right or power conferred upon Article 5 of the IssuerIndenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such HolderHolder under the Indenture, to make any change to comply with any requirement requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee, enter into additional or to supplemental Collateral Documents or Guarantees or an intercreditor agreement with respect thereto, or provide for Additional Notes in accordance with the issuance limitations set forth in the Indenture as of Additional Notesthe date of the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees, or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement Subsidiary Guarantees, the Indenture Intercreditor Agreement, the Security Documents or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s obligations to Holders of the Notes in case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the IssuerCompany’s assets, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture Indenture, any Subsidiary Guarantee, the Intercreditor Agreement or any Security Document of any such Holder, including, for avoidance of doubt, to make any change to comply with any requirement covenant or event of default more restrictive than the covenants or events of default contained in the Indenture as of the Commission in order to effect or maintain the qualification date of the Indenture under the TIA or First Supplemental Indenture, to provide for the issuance Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to conform the text of this Indenture, the Security Documents, the Intercreditor Agreement, the Subsidiary Guarantees or Notes to any provision of the Offering Circular under the caption “Description of Notes” to the extent such provisions in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement or the Notes, to enter into additional supplemental Security Documents, including Security Documents adding additional Priority Lien Secured Parties and Priority Lien Obligations to any Security Document or the Intercreditor Agreement, to release a Guarantor from its obligations under its Subsidiary Guarantee, the Notes or the Indenture in accordance with the applicable provisions of the Indenture, to release Collateral in accordance with the terms of the Indenture, the Security Documents or the Intercreditor Agreement, to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee thereunder pursuant to the requirements thereof, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture, any of the Security Documents or the Intercreditor Agreement, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes, or to secure any Priority Lien Debt under the Security Documents and to appropriately include the same in the Intercreditor Agreement.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Issuer Indenture, the Notes and the Trustee Subsidiary Guarantees may amend be amended or supplement the Indenture or the Notes supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except other than a continuing Default or Event of Default in the payment of principalthe principal of, premium, if any, interest or Special InterestLiquidated Damages, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture Indenture, the Notes or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase tender offer or exchange offer for Notes). Notwithstanding the foregoing, the provisions with respect to Asset Sales may be amended or supplemented with the consent of or the Holders of at least two-thirds in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes). In addition, any amendment to the provisions of Article 10 and Article 12 of the Indenture (which relate to subordination) will require the consent of the Holders of at least 75% in aggregate amount of Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) if such amendment would adversely affect the rights of Holders of Notes. Without obtaining any necessary consents under the Credit Facility, the Company A-7 116 may not amend or supplement the subordination provisions with respect to the Notes. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (i) reduce the principal amount of Notes; (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes or any Change of Control Offer; (iii) reduce the rate of or change the time for payment of interest or Liquidated Damages, if any, on any Notes; (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) waive a redemption or repurchase payment with respect to any Note; or (vii) make any change in the foregoing amendment and waiver provisions. Without the consent of any HolderHolder of Notes, the Issuer Company, the Guaranteeing Subsidiaries and the Trustee may amend or supplement the Indenture Indenture, the Subsidiary Guarantees or the Notes to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or a Guaranteeing Subsidiary's obligations to Holders of the Notes in case of a merger, transfer of assets or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or to provide for allow any Guaranteeing Subsidiary to guarantee the issuance of Additional Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or a Guarantor's obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated May 6, 2004, as supplemented, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to A1-5 allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented to (i) cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to (ii) provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to (iii) provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or a Guarantor's obligations to Holders of the Notes in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to (iv) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to (v) comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA or to Trust Indenture Act, (vi) provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (vii) allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes or (viii) conform the text of the Indenture to the Notes to any provision of the "Description of Notes" section of the Company's Offering Circular, dated July 23, 2003, related to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" section was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Security Documents or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated April 18, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees ,the Security Documents or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s prospectus dated October 8, 2004, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Subsidiary Guarantees may be amended or supplemented: (i) to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (iii) to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of the an Issuer’s or a Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees by a successor to such Issuer or such Guarantor pursuant to surrender any right or power conferred upon the Issuer, Indenture; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make provided that any change to conform the Indenture to the Offering Memorandum will be deemed not to adversely affect such legal rights; (v) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of ‎Section 4.12 of the Indenture; (vi) to provide for the issuance of Additional Notes in accordance with ‎Section 2.02 of the Indenture; (vii) to add any additional Guarantor or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture; (viii) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee; (ix) to release Liens securing the Notes in accordance with the last paragraph of ‎Section 4.12 of the Indenture or to confirm and evidence such release or the termination or discharge of any such Lien; or (x) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA or to provide for the issuance of Additional NotesTIA.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Supplemental Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding NotesNotes (including, including Additional Noteswithout limitation, if any, voting as a single class (including consents obtained in connection with a purchase of of, or a tender offer or exchange offer for the for, Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Supplemental Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding NotesNotes (including, including Additional Noteswithout limitation, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or a tender offer or exchange offer for the for, Notes). Without the consent of any HolderHolder of a Note, the Issuer Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to cure any ambiguity(i.e. curing ambiguities, omissionomissions, defect mistakes, defects or inconsistency, to provide inconsistencies; providing for the assumption by a successor corporation, partnership or limited liability company corporation of the obligations of the Issuer Company under the Indenture; adding guarantees with respect to the Notes; securing the Notes; adding to the covenants of the Company for the benefit of the Holders or surrendering any right or power conferred upon the Company; adding additional events of default; making any change that does not adversely affect the rights of any Holder; changing or eliminating any provisions of the Indenture so long as there are no Holders entitled to the benefit of the provisions; complying with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended; conforming the provisions of the Indenture and the Notes to provide the “Description of Notes” section in the Offering Memorandum; supplementing any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the Notes so long as any such action shall not adversely affect the interests of any Holder of such Notes or any other series of debt securities issued thereunder; permitting the authentication and delivery of additional series of Notes; providing for uncertificated Notes in addition to or in place of certificated Notes, Notes subject to add additional Guarantees applicable laws; establishing the form or additional obligors with respect terms of other debt securities issued under the Indenture and coupons of any series of such other debt securities pursuant to the NotesIndenture and to change the procedures for transferring and exchanging such other debt securities so long as such change does not adversely affect the holders of any outstanding debt securities, to secure including the Notes, to add Notes (except as required by applicable securities laws); making any change to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer, to make any change that would provide any additional rights or benefits to the Holders of Notes or Indenture that does not adversely affect the legal rights under the Indenture of any such Holderholder of any series of debt securities, to make including the Notes; securing any series of debt securities, including the Notes; evidencing the acceptance of appointment by a successor trustee; complying with Article V of the Indenture; in the case of subordinated debt securities, making any change to comply with any requirement of the Commission in order to effect or maintain the qualification provisions of the Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Indebtedness under such provisions (but only if each such holder of Senior Indebtedness under such provisions consents to such change); or evidencing the TIA or release of any guarantor pursuant to provide for the issuance terms of Additional Notesthe Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Issuers' or a Guarantor's obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture or the Notes to any provision of the "Description of Notes" section of the Company's Offering Circular dated May 13, 2004, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or a Guarantor's obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated May 6, 2004, as supplemented, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Issuer Indenture and the Trustee Senior Subordinated Discount Notes may amend be amended or supplement the Indenture or the Notes supplemented with the consent of the Holders of at least a majority in aggregate Accreted Value of the Senior Subordinated Discount Notes then outstanding if before __________, 2004 or in aggregate principal amount of the then outstanding NotesSenior Subordinated Discount Notes if after ___________, including Additional Notes2004 (including, if anywithout limitation, voting as a single class (including consents obtained in connection with a purchase of or or, tender offer or exchange offer for the Senior Subordinated Discount Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Senior Subordinated Discount Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in aggregate Accreted Value of the then outstanding Senior Subordinated Discount Notes if before _________, 2004 or in aggregate principal amount of the then outstanding NotesSenior Subordinated Discount Notes if after ________, including Additional Notes, if any, then outstanding voting as a single class 2004 (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Senior Subordinated Discount Notes). Without the consent of any Holder, the Issuer AirGate and the Trustee may amend or supplement the Indenture or the Senior Subordinated Discount Notes to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Senior Subordinated Discount Notes in addition to or in place of certificated Senior Subordinated Discount Notes, to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of AirGate's or a Guarantor's obligations to Holders in the Holders case of the Notes a merger or to surrender any right consolidation or power conferred upon the Issuera sale of all or substantially all of AirGate's assets, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or to provide allow any Subsidiary to guarantee the Senior Subordinated Discount Notes. Without the consent of each Holder adversely affected, an amendment or waiver to the Indenture or the Senior Subordinated Discount Notes may not, with respect to any Senior Subordinated Discount Notes held by a non-consenting Holder, (i) reduce the principal amount of Senior Subordinated Discount Notes whose Holders must consent to an amendment, supplement or waiver, (ii) reduce the principal of or change the fixed maturity of any Senior Subordinated Discount Note or alter the provisions with respect to the redemption of the Senior Subordinated Discount Notes, except for provisions relating to Sections 4.10 and 4.14 of the issuance Indenture, (iii) reduce the rate of Additional or change the time for payment of interest on any Senior Subordinated Discount Note, (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Senior Subordinated Discount Notes except a rescission of acceleration of the Senior Subordinated Discount Notes by the Holders of at least a majority in aggregate principal amount of the Senior Subordinated Discount Notes and a waiver of the payment default that resulted from such acceleration, (v) make any Senior Subordinated Discount Note payable in money other than that stated in the Senior Subordinated Discount Notes, (vi) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Senior Subordinated Discount Notes, (vii) waive a redemption payment with respect to any Senior Subordinated Discount Note, other than a payment required by Sections 4.10 and 4.14 of the Indenture, and (viii) make any change in the preceding amendment and waiver provisions. Without the consent of at least 75% in aggregate principal amount of Senior Subordinated Discount Notes then outstanding, AirGate and the Trustee may not make any amendment to, or waiver of, the provisions of the Indenture relating to the security interests created by the Pledge Agreement that adversely affects the rights of the Holders.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees, the Security Documents or the Notes Intercreditor Agreement 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 Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture Indenture, the Notes, the Note Guarantees, Security Documents or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees or Security Documents or Intercreditor Agreement may be amended or supplemented to (i) cure any ambiguity, omission, defect mistake, defect, error or inconsistency, conform any provision to the section of the Offering Circular titled “Description of the Notes,” or reduce the minimum denomination of the Notes; (ii) provide for the assumption by a successor corporation, partnership or limited liability company Person of the obligations of the Issuer Company under the Indenture, to any Note Document; (iii) provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to ; (iv) add to the covenants of the Issuer or provide for a Note Guarantee for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer, to Company or any Restricted Subsidiary; (v) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights of any Holder in any material respect; (vi) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes in accordance with the terms of the Indenture; (vii) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.09 of the Indenture, to add Note Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under the Indenture; (viii) to evidence and provide for the acceptance and appointment under the Indenture of any such Holder, a successor Trustee pursuant to make any change to comply with any requirement of the Commission in order to effect or maintain the qualification of the Indenture under the TIA requirements thereof or to provide for the accession by the Trustee to any Note Document; (ix) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of Additional Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (x) mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Payment Priority Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise; or (xi) provide for the release of Collateral from the Lien pursuant to the Indenture, the Security Documents, the Intercreditor Agreement and any Future Intercreditor Agreement when permitted or required by the Security Documents, the Indenture, the Intercreditor Agreement or any Future Intercreditor Agreement.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors comply with respect to Section 5.01 of the NotesIndenture, to secure provide for the Notes, to add to the covenants assumption of the Issuer for the benefit of the Issuers’ or a Guarantor’s obligations to Holders of the Notes by a successor to the Issuers or such Guarantor pursuant to surrender any right Article 5 or power conferred upon Article 10 of the IssuerIndenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make add covenants for the benefit of the Holders or to surrender any change right or power conferred upon the Issuers or any Guarantor, to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee in accordance with the terms herein; to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; to add a Guarantor under the Indenture; to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated May 21, 2010, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture or the Notes, to make any amendment relating to the transfer and legending of Notes as permitted hereunder, including, without limitation, to facilitate the issuance and administration of the Notes, provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; to provide for the issuance of Additional NotesNotes in accordance with the limitations set forth in the Indenture as of the date thereof or to allow any Guarantor to execute a supplemental indenture to the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Senior Subordinated Notes” section of the Company’s Prospectus dated October , 2004, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Senior Subordinated Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for or confirm the issuance of Additional Notes in accordance with the limitations set forth in the Indenture to comply with the provisions of the Depository or the Trustee with respect to the provisions of the Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests in the Notes, or to evidence the release of any Guarantor permitted to be released under the terms of the Indenture or to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Issuer and Supplemental Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Subsidiary 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Supplemental Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and the Trustee may amend or supplement the Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, omissionmistake, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s Obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to surrender any right or power conferred upon Article 5 of the IssuerSupplemental Indenture, (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, to make any change (v) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA TIA, (vi) to conform the text of the Supplemental Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated November 30, 2017, relating to the initial offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, or (ix) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes Debentures may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Debentures then outstanding Notes(including, including Additional Noteswithout limitation, if any, voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notes)for, Debentures) and, subject to the provisions of Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except other than a continuing Default or Event of Default in the payment of principalthe principal of, premium, if any, or interest or Special Interest, if any, on the NotesDebentures, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) Debentures may be waived with the consent of the Holders of a majority in principal amount of the Debentures then outstanding Notes(including, including Additional Noteswithout limitation, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Notesfor, Debentures). Without the consent of any HolderHolder of Debentures, the Issuer Company and the Trustee may amend or supplement the Indenture or the Notes Debentures to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes Debentures in addition to or in place of certificated NotesDebentures, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's obligations to Holders of the Notes Debentures in case of a merger or consolidation, or sale of all or substantially all of the Company's assets, to surrender execute and deliver any right document necessary or power conferred upon appropriate to release Liens on any Collateral in accordance with the Issuerterms of the Indenture, to make any change that would provide any additional rights or benefits to the Holders of Notes the Debentures or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change or to comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or to provide for the issuance of Additional NotesTrust Indenture Act.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Note Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or any Guarantor's obligations to Holders of the Notes in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision contained in the "Description of Notes" in the Company's prospectus supplement dated May __, 2003 with respect to the Notes to the extent that such provision in the "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees, the Intercreditor Agreement or the Notes Security Documents 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of Notes, the Indenture which cannot be amended without Note Guarantees, the consent of each Holder) Intercreditor Agreement 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, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees, the Intercreditor Agreement or the Notes Security Documents may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of the an Issuer’s or a Guarantor’s obligations to Holders of the Notes in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets in accordance with the Issuer, limitations set forth in the Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such HolderHolder taken as a whole in any material respect, to make secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 of the Indenture, to provide for the issuance of Additional Notes and related guarantees (and the grant of security for the benefit of the Additional Notes and related guarantees) in accordance with the limitations set forth in the Indenture, to add any change additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture, to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to evidence or provide for the acceptance of appointment under the Indenture of a successor trustee or evidence and provide for a successor or replacement collateral trustee under the Indenture or the Security Documents, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or in any of the Security Documents, to conform the text of the Indenture, the Note Guarantees, the Notes or any Security Document related to the Notes to any provision of the “Description of Notes” section of the Partnership’s Offering Circular dated April 9, 2013, relating to the initial offering of the Notes, to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the Indenture, to mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of the Indenture or otherwise, to provide for the issuance succession of Additional Notesany parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of the Indenture and the relevant Security Document, to add covenants for the benefit of the Holders or surrender any right or power conferred upon either Issuer or any Guarantor and to provide for the assumption by one or more successors of the obligations of any of the Guarantors under the Indenture and the Note Guarantees.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Note Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or any Guarantor's obligations to Holders of the Notes in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA or Trust Indenture Act, to provide for the issuance Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes. Without the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will not amend, modify or alter the Subordinated Note Indenture in any way to (i) advance the final maturity date of or shorten the Weighted Average Life to Maturity of any Subordinated Notes or (ii) amend the provisions of Article 10 of the Subordinated Note Indenture (which relate to subordination), except to the extent that the Company would otherwise be able to refinance or replace the Subordinated Notes on the same basis as the amended, modified or altered form of the Subordinated Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of floating rate notes” section of the Company’s Offering Memorandum dated February 18, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of floating rate notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes; or to add additional obligors under the Indenture and the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Guaranties or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except other than a continuing Default or Event of Default in the payment of principalprincipal of, premium, if any, interest premium or Special 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 the Indenture Indenture, the Guaranties or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Guaranties or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or any Guarantor's obligations to Holders of the Notes in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of Indenture, the Collateral Agreements or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated December 5, 2003, relating to the initial offering of the Notes, to the extent A1-6 that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Collateral Agreements or the Notes; to provide for the issuance Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Guaranty with respect to the Notes, or to comply with the provisions in the Indenture regarding the addition and release of Guarantors.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class provided that Section 3.08, Section 4.10(d) and Article 5 of the Indenture and any other provision that is subject to the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders (including consents obtained this proviso) may not be amended or supplemented without the consent of a majority in connection with aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders and any Default or Event of Default resulting therefrom may not be waived without the consent of a purchase majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders. Notwithstanding the preceding, the Company, the Guarantors and the holders of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders may, without the consent of any other holder of Notes or tender offer the Trustee, amend or exchange offer for supplement this Indenture, the Notes)Security Documents, the Notes and the Note Guarantees to amend or supplement the provisions under Section 3.08, Section 4.10(d) and Article 5 of the Indenture and any other provision that is subject to the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders, and the Company, the Guarantors and the Designated Noteholders may, without the consent of any other holder of Notes or the Trustee, waive any Default or Event of Default resulting therefrom. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees provide for the assumption of the Company’s or additional obligors with respect a Guarantor’s obligations to the Notes, to secure the Notes, to add Holders and Note Guarantees by a successor to the covenants of Company or such Guarantor pursuant to the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the IssuerIndenture, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated April [ ], 2016, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees or the Security Documents, which intent may be evidenced by an Officers’ Certificate to that effect, to enter into additional or supplemental security documents, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any Security Documents or any release of collateral that becomes effective as set forth in the Indenture or any Security Documents, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated December 15, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes or and Note Guarantees pursuant to surrender any right or power conferred upon the IssuerIndenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s prospectus supplement dated January 11, 2010, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, which intent may be evidenced by an Officers’ Certificate to that effect; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to comply with the procedures of DTC or the Trustee with respect to the provisions of the Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests in the Notes; or to evidence the release of any Guarantor permitted to be released under the terms of the Indenture or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented: to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated June 3, 2011, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes, to secure the Notes or to provide for the acceptance under the Indenture of a successor Trustee.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or any Note Guarantee 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 Notesoutstanding, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notesoutstanding, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Issuers' obligations to Holders of the Notes or pursuant to surrender any right or power conferred upon Article 5 of the IssuerIndenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such HolderHolders, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents, to conform the text of the Indenture, the Security Documents or the Notes to any provision of the "Description of the Notes" section of the Issuers' Offering Circular dated April 19, 2004, relating to the offering of the Initial Notes, to the extent that such provision in that "Description of the Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Security Documents or the Notes, to provide for the issuance of Additional NotesNotes in accordance with the limitations set forth in the Indenture, to provide for additional Guarantors as set forth in Section 4.17 of the Indenture or for the release or assumption of a Note Guarantee in compliance with the Indenture or to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of the Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or a Guarantor's obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents, to conform the text of the Indenture, the Note Guarantees, the Security Documents and/or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated July 1, 2004, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees, the Security Documents or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistencyinconsistency or make a modification of a formal, to provide for the assumption by a successor corporation, partnership minor or limited liability company of the obligations of the Issuer under the Indenturetechnical nature, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or any Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act, to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Confidential Offering Circular dated December 7, 2006, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes, as evidenced by an Officers’ Certificate delivered to the Trustee, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Indenture, the Escrow Agreement, the Notes and the Trustee Note Guarantees may amend be amended or supplement the Indenture or the Notes supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then then-outstanding Notes, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture Indenture, the Escrow Agreement or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then then-outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Escrow Agreement or the Notes to or the Note Guarantees may be amended or supplemented to: cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, ; to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Issuers’ or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the IssuerIssuers’ or such Guarantor’s assets, as applicable; to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change ; to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA; to conform the text of the Indenture, the Escrow Agreement or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Escrow Agreement or Note Guarantees; to provide for the issuance of Additional NotesNotes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to reflect the release of a Note Guarantee in accordance with this Indenture; to secure the Notes and/or the Note Guarantees; to comply with the rules of any applicable securities depository; to provide for the reorganization of TLLP as any other form of entity, in accordance with Section 5.01(a) of the Indenture; or to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to The Indenture permits, with certain exceptionsexceptions as therein provided, the Issuer amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of not less than a majority in principal amount aggregate Principal Amount of the then outstanding NotesOutstanding Securities. The Indenture also contains provisions permitting the Holders of a majority in aggregate Principal Amount of the Outstanding Securities, including Additional Noteson behalf of the Holders of all the Securities, if any, voting as a single class (including consents obtained in connection to waive compliance by the Company with a purchase certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of any provision of or tender offer applicable to this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange offer for the Notes)herefor or in lieu hereof, and, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to Sections 6.04 and 6.07 the provisions of the Indenture, the Holder of this Security shall not have the right to institute any existing Default proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default (except a continuing Default or with respect to the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, the Trustee shall not have received from the Holders of a majority in Principal Amount of Outstanding Securities a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by a Holder of this Security for the enforcement of any payment of principalthe Principal Amount, premiumFundamental Change Repurchase Price or Make-Whole Interest Payment hereof on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, if anywhich is absolute and unconditional, interest to pay the Principal Amount, Fundamental Change Repurchase Price or Make-Whole Interest Payment of, and interest, including Additional Interest and Special Interest, if any, on on, this Security at the Notes) times, place and rate, and in the coin or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notescurrency, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or to provide for the issuance of Additional Notesherein prescribed.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes(including, including Additional Noteswithout limitation, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for of the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except other than a continuing Default or Event of Default in the payment of principalthe principal of, premium, if any, or interest or Special Interestand 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 the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, ; to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Issuers’ obligations to Holders of the Notes in case of a merger, consolidation or sale of assets or to surrender add any right or power conferred upon the Issuer, Person as a Guarantor; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; to reflect the grant of Liens on the Collateral for the benefit of an additional secured party, to make any change the extent such Indebtedness and the Lien securing such Indebtedness is permitted by the terms of the Indenture, to release Collateral from the Liens of the Indenture and the Collateral Documents when permitted or required by the Indenture or the Collateral Documents, or to comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or to provide for allow any Guarantor to guarantee the issuance of Additional Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject Without notice to certain exceptionsor the consent of any holder, the Issuer we and the Trustee trustee may amend or supplement the Indenture indenture or the Notes with the consent of the Holders debt securities of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes series: • to cure any ambiguity, omission, defect or inconsistency; • to comply with the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of our assets; • to provide for the assumption by a successor corporation, partnership or limited liability company that specific provisions of the obligations indenture shall not apply to a series of debt securities not previously issued or to make a change to specific provisions of the Issuer under the Indenture, indenture that only applies to any series of debt securities not previously issued or to additional debt securities of a series not previously issued; • to create a series and establish its terms; • to provide for uncertificated Notes debt securities in addition to or in place of certificated Notesdebt securities; • to release a guarantor in respect of any series which, in accordance with the terms of the indenture applicable to such series, ceases to be liable in respect of its guarantee; • to add additional Guarantees or additional obligors with a guarantor subsidiary in respect to the Notes, of any series of debt securities; • to secure the Notes, any series of debt securities; • to add to the covenants of the Issuer Progenity for the benefit of the Holders of the Notes holders or to surrender any right or power conferred upon the Issuer, Xxxxxxxxx; • to make any change that would provide any additional rights or benefits appoint a successor trustee with respect to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change securities; • to comply with any requirement requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture indenture under the TIA Trust Indenture Act; • to make any change that does not adversely affect the rights of holders; or • to conform the provisions of the indenture to the final offering document in respect of any series of debt securities. The indenture will provide that we and the trustee may amend or supplement any provision of the debt securities of a series or of the indenture relating to such series with the written consent of the holders of at least a majority in principal amount of the outstanding debt securities of such series. However, without the consent of each holder of a debt security the terms of which are directly amended, supplemented or waived, an amendment, supplement or waiver may not: • reduce the amount of debt securities of such series whose holders must consent to an amendment, supplement or waiver; • reduce the rate of or extend the time for payment of interest, including defaulted interest; • reduce the principal of or extend the fixed maturity of any debt security or alter the provisions with respect to redemptions or mandatory offers to repurchase debt securities of a series in a manner adverse to holders; • make any change that adversely affects any right of a holder to convert or exchange any debt security into or for shares of our common stock or other securities, cash or other property in accordance with the terms of such security; • modify the ranking or priority of the debt securities of the relevant series; • release any guarantor of any series from any of its obligations under its guarantee or the indenture otherwise than in accordance with the terms of the indenture; • make any change to any provision of the indenture relating to the waiver of existing defaults, the rights of holders to receive payment of principal and interest on the debt securities, or to the provisions regarding amending or supplementing the indenture or the debt securities of a particular series with the written consent of the holders of such series, except to increase the percentage required for modification or waiver or to provide for consent of each affected holder of debt securities of such series; • waive a continuing default or event of default in the issuance payment of Additional Notesprincipal of or interest on the debt securities; or • make any debt security payable at a place or in money other than that stated in the debt security, or impair the right of any holder of a debt security to bring suit as permitted by the indenture. The holders of a majority in aggregate principal amount of the outstanding debt securities of such series may, on behalf of all holders of debt securities of that series, waive any existing default under, or compliance with, any provision of the debt securities of a particular series or of the indenture relating to a particular series of debt securities, other than any event of default in payment of interest or principal.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with the A1-4 consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes or to add additional Guarantees or additional obligors with respect to alter the Notes, to secure the Notes, to add to the covenants provisions of Article 2 of the Issuer Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; to provide for the benefit assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or to surrender any right or power conferred upon Article 12 of the Issuer, Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture hereunder of any such Holder, to make any change Holder of the Note; to comply with any requirement requirements of the Commission SEC in order to effect or maintain the qualification of the this Indenture under the TIA or TIA; to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any release of Collateral that becomes effective as set forth in this Indenture; to reflect any waiver or termination of any right arising under Article 10 of the Indenture that otherwise would be enforceable by any holder of a Parity Lien Obligation or Parity Lien, if such waiver or termination is set forth or provided in this Indenture or agreement governing or giving rise to such Parity Lien Obligation or Parity Lien, PROVIDED that no such waiver or amendment shall adversely affect the rights of Holders of the Notes; or as provided in clause (2) of Section 10.07.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's obligations to Holders of the Notes in the case of a consolidation, amalgamation, combination or to surrender any right merger or power conferred upon sale of all or substantially all of the IssuerCompany's assets, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act of 1939, as amended, to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the "Description of Notes" section of the Offering Memorandum to the extent that such provision in the "Description of Notes" section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes, to evidence and provide for the acceptance of appointment of a successor Trustee, to provide for the issuance Issuance of Additional Notes in accordance with the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes or and Note Guarantees pursuant to surrender any right or power conferred upon the IssuerIndenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s prospectus supplement dated March 29, 2017, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, which intent may be evidenced by an Officers’ Certificate to that effect; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to comply with the procedures of DTC or the Trustee with respect to the provisions of the Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests in the Notes; or to evidence the release of any Guarantor permitted to be released under the terms of the Indenture or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Note Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or any Guarantor's obligations to Holders of the Notes in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision contained in the "Description of Notes" in the Company's prospectus supplement dated May 2, 2003 or Offering Memorandum dated July 29, 2003 with respect to the Notes to the extent that such provision in the "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes."

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of floating rate notes” section of the Company’s Offering Memorandum dated February 18, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of floating rate notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes; or to add additional obligors under the Indenture or the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees or the Notes Security Documents may be amended or supplemented with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained subject, in connection with a purchase the case of or tender offer or exchange offer for the NotesSecurity Documents, to any further requirements in the Collateral Trust Agreement), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture Indenture, the Notes, the Note Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) Security Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained subject, in connection with a purchase the case of or tender offer or exchange offer for the NotesSecurity Documents, to any further requirements in the Collateral Trust Agreement). Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees or the Notes Security Documents may be amended or supplemented (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement): (i) to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (iii) to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of the an Issuer’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the Notes case of a merger or to surrender any right consolidation or power conferred upon the sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets, as applicable; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; (v) to conform the text of the Indenture, the Notes, the relevant Security Documents or the Note Guarantees to any provision of the “Description of the New Second Lien Notes” section of the Issuers’ Offering Memorandum dated April 17, 2020, to make any change to comply with any requirement the extent that such provision in that “Description of the Commission in order New Second Lien Notes” was intended to effect or maintain the qualification be a verbatim recitation of a provision of the Indenture under Indenture, the TIA Notes, the relevant Security Documents or the Note Guarantees; (vi) to provide for the issuance of Additional Notes and related Note Guarantees (and the grant of security for the benefit of the Additional Notes and related Note Guarantees) or PIK Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in the Indenture; (vii) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture; (viii) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee or evidence and provide for a successor or replacement Collateral Trustee under the Security Documents; (ix) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral or discharge or termination of any Lien on Collateral that becomes effective as set forth in the Indenture or any of the Security Documents; (x) to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the Indenture or any of the Security Documents; (xi) to mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of this Indenture or otherwise; (xii) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Security Document; (xiii) with respect to the Security Documents, as provided in the Collateral Trust Agreement; (xiv) to make any change not adverse to the Holders of the Notes in order to facilitate entry into the ABL Documents, Priority Lien Documents or other Junior Lien Documents; (xv) in the event that any PIK Notes are issued as Definitive Notes, to make appropriate amendments to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes; and (xvi) in the event of an issuance of MFN Debt, to increase the interest rate or provide for earlier final maturity or required payments of principal pursuant to Section 4.09(d) of the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the 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 NotesNotes (including, including Additional Noteswithout limitation, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange A4-9 offer for for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding NotesNotes (including, including Additional Noteswithout limitation, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for for, or purchase of, the Notes). Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Guarantees may be amended or supplemented to cure any ambiguity, defect, inconsistency or omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, ; to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's, a Co-Issuer's or a Guarantor's obligations to Holders of the Notes and Guarantees by a successor to the Company, such Co-Issuer or such Guarantor pursuant to surrender any right or power conferred upon Article 5 of the Issuer, Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, ; to make add covenants for the benefit of the Holders or to surrender any change right or power conferred upon the Company or a Guarantor; to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA; to conform the text of the Indenture, the Guarantees or the Notes to any provision of the "Description of Notes" section of the Offering Circular to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the Notes; to provide for the issuance of Additional Notes or Exchange Notes in accordance with the limitations set forth in the Indenture as of the Issue Date; to allow any Guarantor or other obligor to execute a supplemental indenture to the Indenture and/or a Guarantee with respect to the Notes; to release a Guarantor or Co-Issuer as provided in the Indenture; to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture; or to comply with the rules of any applicable securities depositary.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Inden- ture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a ten- der offer or exchange offer for, or purchase of, the Notes), and the Trustee may amend any existing default or supplement compliance with any provision of the Indenture or the Notes may be waived (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) with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class Notes (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)for, andor purchase of, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Noteholder Collateral Platform Guarantees or the Notes Security Documents may be amended or supplemented as described in the Indenture, including to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, ; to add additional Guarantees or additional obligors with respect to evidence the Notes, to secure the Notes, to add to assump- tion by a Successor Person of the covenants and obligations of the Issuer for or any Guarantor under the benefit of the Holders of In- denture and the Notes then outstanding or to surrender any right or power conferred upon the Issuer, Noteholder Collateral Platform Guarantees; to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely materially ad- versely affect the legal rights under the Indenture of any such Holder, ; to make add guarantees or security with respect to the Notes; to evidence and provide for the acceptance of appointment by a successor Trustee; to com- ply with the rules of any change applicable Depositary; to comply with any requirement of conform the Commission in order to effect or maintain the qualification text of the Indenture under or the TIA Notes, the Noteholder Collateral Platform Guarantees or the Security Documents to any provision of the “Descrip- tion of Notes” Section of the Offering Memorandum, to the extent such provision of the Indenture, the Notes, the Noteholder Collateral Platform Guarantees or the Security Documents was intended to con- form to the text of such “Description of Notes” section; or provide for the issuance of Additional NotesNotes in accordance with the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and the Trustee may amend any existing default or supplement compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, Notes voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for evidence the assumption by a successor corporation, partnership or limited liability company another Person of the obligations Company's covenants in the Indenture and the Notes; to add a Guarantor or to delete a Guarantor which ceases to be liable on its Guarantee in accordance with the terms of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the IssuerCompany in the Indenture; to add any additional Events of Default for the benefit of the Holders; to change or eliminate any provision of the Indenture (so long as any such change or elimination becomes effective only when there are no Notes outstanding issued prior to the execution of such amendment); to secure the Notes; to establish the form or terms of the Notes; to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee and add to or change any of the provisions of the Indenture as necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee; to cure any ambiguity, to correct or supplement any provision in the Indenture that may be defective or inconsistent with any other provision in the Indenture or to make any change other provisions with respect to matters or questions arising under the Indenture that would provide any additional rights or benefits to are not inconsistent with the Holders of Notes or provisions thereof (provided that does such provisions must not adversely affect the legal rights under the Indenture interests of any such Holder, to make any change to comply with any requirement of the Commission Holders in order any material respect); or to effect or maintain supplement any of the qualification provisions of the Indenture under to the TIA extent necessary to permit or facilitate the defeasance and discharge of any Notes pursuant to provide for Sections 8.01, 8.02 and 8.03 of the issuance Indenture (provided that such provisions must not adversely affect the interests of Additional Notesany of the Holders in any material respect).

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Exchange Offer for, Notes), and, subject to Sections Section 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including including, without limitation, consents obtained in connection with a purchase of of, or tender offer or exchange offer for the Exchange Offer for, Notes). Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's or a Guarantor's obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated February 1, 2006, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes, to comply with the rules of any applicable securities depository, to provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with the requirements of the Indenture, or to add a co-issuer or co-obligor of the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Issuers, Guarantors and the Trustee may amend or supplement the Indenture or and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if anyany 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 the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Special Interestinterest, if any, on the NotesNotes and (ii) in respect of a covenant or provision which under the 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 the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer Exchange Offer for the Notes). Without the consent of any Holder, the Issuer Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes to (a) cure any ambiguity, omission, defect or inconsistency, inconsistency or to provide for the assumption by correct a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to manifest error; (b) provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to ; (c) provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit Obligations of the Issuers or Guarantors to Holders in the case of a merger or consolidation or sale of all or substantially all of the Notes assets of the Issuers or to surrender any right or power conferred upon the Issuer, to such Guarantor; (d) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to ; (e) comply with any requirement requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA TIA; (f) to comply with the rules of any applicable securities depositary; (g) to add guarantees with respect to Notes or to secure the Notes; (h) to add to the covenants of the Issuers or any Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Issuers or any Guarantor; (i) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof; or (j) to conform the text of the Indenture or the Note to any provision of the Description of Notes contained in the Offering Memorandum, dated June 9, 2003, relating to the issuance of Additional the Notes, to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Issuer and Supplemental Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Subsidiary 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Supplemental Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Supplemental Indenture, the Trustee may amend or supplement Notes, the Indenture Subsidiary Guarantees, the Collateral Trust Agreement or the Notes Note Security Documents may be amended or supplemented (i) to cure any ambiguity, omissionmistake, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, (ii) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that such uncertificated Notes are issued in registered form for U.S. tax purposes), (iii) to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s Obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to surrender Article 5 of the Supplemental Indenture, (iv) to add Collateral with respect to any right or power conferred upon all of the Issuer, Notes; (v) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially, adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) [reserved], (vii) to make conform the text of the Supplemental Indenture or the Notes to any change provision of the “Description of the Notes” section of the Company’s Offering Memorandum, (viii) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor trustee pursuant to the requirements thereof, (ix) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, (x) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes, (xi) in the case of any Note Security Document, to include therein any legend required to be set forth therein pursuant to the Collateral Trust Agreement or to modify any such legend as required by the Collateral Trust Agreement, (xii) to release Collateral from the Lien securing the notes when permitted or required by the Note Security Documents, the Indenture or the Collateral Trust Agreement, (xiii) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the Collateral Trust Agreement, or any joinder thereto; (xiv) with respect to the Note Security Documents, as provided in the Collateral Trust Agreement (including to add or replace secured parties) or (xv) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the any Indenture under the TIA or to provide for the issuance of Additional NotesTrust Indenture Act.

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Issuer and Supplemental Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Subsidiary 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Supplemental Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and the Trustee may amend or supplement the Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, omissionmistake, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s Obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to surrender any right or power conferred upon Article 5 of the IssuerSupplemental Indenture, (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, to make any change (v) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA TIA, (vi) to conform the text of the Supplemental Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated May 9, 2016, relating to the initial offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, or (ix) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture, the Issuer Notes, the Note Guarantees, the Collateral Sharing Agreement or the Security Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes and (b) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture Indenture, the Notes, the Note Guarantees or the Notes with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class Security Documents (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notesi) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, ; (ii) to provide for the assumption by a successor corporation, partnership or limited liability company comply with Article 5 of the obligations of the Issuer under the Indenture, ; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (iv) to add additional Note Guarantees or additional obligors with respect to the Notes, to secure the Notes, ; (v) to add to the covenants of the Issuer Issuers for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Issuer, Issuers; (vi) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; (vii) to provide for the issuance of the Exchange Notes, Private Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to make the Original Notes (except that the transfer restrictions contained in the Original Notes shall be modified or eliminated, as appropriate), and which shall be treated, together with any change outstanding Original Notes, as a single issue of securities; (viii) to comply with any requirement of the Commission in order to effect connection with qualifying, or maintain maintaining the qualification of, this Indenture under the TIA; (ix) if necessary, in connection with any addition or release of Collateral permitted under the terms of the Indenture under or the TIA Security Documents; or (x) prior to provide for the issuance Discharge of Additional NotesCredit Agreement Obligations, to give effect to any amendment, waiver or consent in respect of any Security Document or the Collateral Sharing Agreement that does not materially affect the rights of the Holders.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Senior Discount Indenture or the Senior Discount Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes, Senior Discount Notes including Additional Senior Discount Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Senior Discount Indenture or the Senior Discount Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes, Senior Discount Notes including Additional Senior Discount Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Senior Discount Note, the Issuer and the Trustee may amend or supplement the Senior Discount Indenture or the Senior Discount Notes may be amended or supplemented (i) to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, (ii) to provide for uncertificated Senior Discount Notes in addition to or in place of certificated Senior Discount Notes, (iii) to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of the either Issuers' obligations to Holders of the Senior Discount Notes in case of a merger or to surrender any right consolidation or power conferred upon the Issuersale of all or substantially all of such Issuers' assets, (iv) to make any change that would provide any additional rights or benefits to the Holders of the Senior Discount Notes or that does not adversely affect the legal rights under the Senior Discount Indenture of any such Holder, to make any change (v) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Senior Discount Indenture under the TIA or (vi) to provide for add a Guarantee of the issuance Senior Discount Notes or to release Vanguard's guarantee of Additional the Senior Discount Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees, the Intercreditor Agreement or the Notes Security Documents 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of Notes, the Indenture which cannot be amended without Note Guarantees, the consent of each Holder) Intercreditor Agreement 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, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees, the Intercreditor Agreement or the Notes Security Documents may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of the an Issuer’s or a Guarantor’s obligations to Holders of the Notes in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets in accordance with the Issuer, limitations set forth in the Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such HolderHolder taken as a whole in any material respect, to make secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 of the Indenture, to provide for the issuance of Additional Notes and related guarantees (and the grant of security for the benefit of the Additional Notes and related guarantees) in accordance with the limitations set forth in the Indenture, to add any change additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture, to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to evidence or provide for the acceptance of appointment under the Indenture of a successor trustee or evidence and provide for a successor or replacement collateral trustee under the Indenture or the Security Documents, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or in any of the Security Documents, to conform the text of the Indenture, the Note Guarantees, the Notes or any Security Document related to the Notes to any provision of the “Description of Notes” section of the Partnership’s Offering Circular dated June 3, 2016, relating to the initial offering of the Notes, to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the Indenture, to mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of the Indenture or otherwise, to provide for the issuance succession of Additional Notesany parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of the Indenture and the relevant Security Document, to add covenants for the benefit of the Holders or surrender any right or power conferred upon either Issuer or any Guarantor, to provide for the assumption by one or more successors of the obligations of any of the Guarantors under the Indenture and the Note Guarantees and to permit an ABL Transaction.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’ obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular dated January 11, 2011, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional NotesNotes in accordance with the limitations set forth in the Indenture, to comply with the provisions of the Indenture to reflect the release of a Note Guarantee in accordance with the Indenture, to release a Guarantor from its obligations under its Note Guarantee or the Indenture, to secure the Notes and/or the Note Guarantees, to evidence and provide for the acceptance of appointment by a successor trustee, to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to comply with the provisions described under Section 5.01.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes Senior Discount Debentures may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Senior Discount Debentures and Additional NotesSenior Discount Debentures, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) Senior Discount Debentures may be waived with the consent of the Holders of a majority in principal amount at maturity of the then outstanding Notes, including Senior Discount Debentures and Additional NotesSenior Discount Debentures, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Senior Discount Debenture, the Issuer and the Trustee may amend or supplement the Indenture or the Notes Senior Discount Debentures may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes Senior Discount Debentures in addition to or in place of certificated NotesSenior Discount Debentures, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Issuers's obligations to Holders of the Notes Senior Discount Debentures in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of Notes the Senior Discount Debentures or that does not materially and adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA Trust Indenture Act or to provide for the issuance of Additional NotesSenior Discount Debentures in accordance with the limitations set forth in the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees or the Notes Security Documents 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except other than a continuing Default or Event of Default in the payment of principalthe principal of, premium, if any, or interest or Special Intereston, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of Notes, the Indenture which cannot be amended without Note Guarantees or the consent of each Holder) Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement Notes, the Indenture Note Guarantees or the Notes Security Documents may be amended or supplemented: to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or to provide for the issuance of Additional Notes or PIK Interest Notes or to increase the outstanding principal amount of the Notes, to release or subordinate Liens on Collateral in accordance with the Note Documents, to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with the Indenture and the other Note Documents, to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or release the Note Guarantees pursuant to the terms of the Indenture, to add any Collateral or to evidence the release of any Liens as provided in the Indenture and the other Note Documents, in each case as provided in the Indenture or other Note Documents, as applicable, with respect to the Security Documents, as provided in the Intercreditor Agreement, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents establishing Parity Liens (including to secure Third Lien Obligations permitted to be incurred and secured under the Indenture), to evidence and provide for the acceptance of a successor Trustee or to modify Section 2.06 of the Indenture solely for the purpose of providing for the removal of the Private Placement Legend from any Note and to allow for the transfer of a Restricted Definitive Note or a beneficial interest in a Restricted Global Note to a Note that has an unrestricted CUSIP number, in each case in accordance with applicable securities laws.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to add additional Guarantees or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants of the Issuer provide for the benefit assumption of the an Issuer’s obligations to Holders of the Notes or pursuant to surrender any right or power conferred upon Article Five of the IssuerSupplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such HolderHolder of the Notes, (5) to make secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, (7) to add any change additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Supplemental Indenture, (8) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the TIA Trust Indenture Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the issuance reorganization of Additional the Company as any other form of entity in accordance with Section 5.01(c) of the Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the Prospectus Supplement relating to the Notes dated May 14, 2015.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, including Additional if any, and PIK Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees, or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding and any PIK Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement Subsidiary Guarantees, the Indenture Priority Lien Intercreditor Agreement, the Security Documents or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, including, in the event that PIK Notes are issued in certificated form, to add additional Guarantees or additional obligors with respect make appropriate amendments to the NotesIndenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code), to secure provide for the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s obligations to Holders of the Notes in case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the IssuerCompany’s assets, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture Indenture, any Subsidiary Guarantee, the Priority Lien Intercreditor Agreement or any Security Document of any such Holder, including, for the avoidance of doubt, to make any change to comply with any requirement covenant or event of default more restrictive than the covenants or events of default contained in the Indenture as of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or date thereof, to provide for the issuance Issuance of Additional Notes and any PIK Notes in accordance with the limitations set forth in the Indenture, to conform the text of this Indenture, the Security Documents, the Priority Lien Intercreditor Agreement, the Subsidiary Guarantees or Notes to any provision of the Offering Circular, as amended, under the caption “Description of Second Priority Secured Subordinated Notes” to the extent such provisions in the “Description of Second Priority Secured Subordinated Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees, the Security Documents, the Priority Lien Intercreditor Agreement or the Notes, to enter into additional supplemental Security Documents, including Security Documents adding additional First Priority Lien Secured Parties and First Priority Lien Obligations to any Security Document or the Priority Lien Intercreditor Agreement, to release a Guarantor from its obligations under its Subsidiary Guarantee, the Notes or the Indenture in accordance with the applicable provisions of the Indenture, to release Collateral in accordance with the terms of the Indenture, the Security Documents or the Priority Lien Intercreditor Agreement, to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee thereunder pursuant to the requirements thereof, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture, any of the Security Documents or the Priority Lien Intercreditor Agreement, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes, or to secure any First Priority Lien Debt under the Security Documents and to appropriately include the same in the Priority Lien Intercreditor Agreement.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or Indenture, the Notes or any Security Document may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then then-outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then then-outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any Holder, the Issuer and the Trustee Note Documents may amend be amended or supplement the Indenture or the Notes to supplemented to: (a) cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to ; (b) provide for uncertificated Notes notes in addition to or in place of certificated Notes, notes or to add additional Guarantees or additional obligors with respect alter the provisions of the Indenture relating to the Notes, to secure the Notes, to add to the covenants of the Issuer for the benefit of the Holders form of the Notes (including the related definitions) in a manner that does not materially adversely affect the legal rights of any holder; (c) provide for the assumption of an Issuer’s or a Guarantor’s obligations to surrender any right the Holders by a successor to an Issuer or power conferred upon a Guarantor pursuant to Section 5.01 of the Issuer, to Indenture; (d) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or to ; (e) provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; (f) allow any Guarantor to execute a supplemental indenture, a joinder to the Security Documents and/or a Note Guarantee with respect to the Notes; provided that any such supplemental indenture, joinder and/or Note Guarantee need only be executed by such Guarantor; (g) provide for the issuance of exchange notes or private exchange notes; (h) conform the text of any Note Document to any provision in the Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of a Note Document; (i) evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof; (j) add assets to the Collateral or release Collateral from any Lien as permitted under the Indenture; (k) mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of the Holders; (l) provide extensions with respect to timing for, or modifications to the ministerial or administrative requirements for granting Liens, to the extent not prohibited under the Security Documents; (m) enter into intercreditor arrangements with respect to the Secured Debt regarding the Collateral; (n) provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification to the Credit Facilities or other Secured Debt; or (o) if any amendments have been made to the Credit Facilities with the consent of the Credit Agreement Administrative Agent (and not including any amendments that were obtained with the consent or waiver of the lenders thereunder) pursuant to Section 1.04 thereof as in effect on the Issue Date (which provides for certain amendments to be made to the Credit Facilities following a change in GAAP or in the application thereof, a change in the functional currency reflected in the financial statements of BPR and its Restricted Subsidiaries or an election by, or requirement that, BPR and its Restricted Subsidiaries report under IFRS), to provide for corresponding amendments to be made to the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Supplemental Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class, and the Trustee may amend any existing Default or supplement compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented: (a) to cure any ambiguity, omission, defect or inconsistency, to provide for inconsistency that does not adversely affect in any material respect the assumption by a successor corporation, partnership or limited liability company rights hereunder of any Holder of the obligations of the Issuer Notes under the Indenture, ; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (c) to add additional Guarantees or additional obligors with respect alter the provisions of the Indenture to provide for the assumption of the Company’s obligations to the Notes, to secure the Notes, to add Holders by a successor to the covenants Company pursuant to Article 4 of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer, Supplemental Indenture; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights under the Indenture hereunder of any such Holder, Holder of the Notes; (e) to make any change conform the provisions of this Supplemental Indenture to the “Description of the Notes” and “Description of Debt Securities” section of the Prospectus; (f) to comply with any requirement requirements of the Commission in order to effect or maintain connection with the qualification of the Indenture under the TIA or Trust Indenture Act; (g) to comply with the rules of any applicable depositary; (h) to evidence and provide for the acceptance of appointment under the Supplemental Indenture of a successor Trustee; (i) to add guarantees; (j) to provide for conversion rights of Holders if any recapitalization, reclassification or change of Common Stock or any consolidation, merger or sale, conveyance or lease of all or substantially all of the issuance Company’s assets or a statutory share exchange occurs; or (k) to increase the Conversion Rate, provided that the increase will not adversely affect the interests of Additional Notesthe Holders in any material respect.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company's obligations to Holders of the Notes in case of a merger, consolidation or sale of assets pursuant to Article V of the Indenture or to surrender add any right Person as a Guarantor or power conferred upon to release any Guarantor or otherwise comply with Article XIII of the IssuerIndenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to allow any Guarantor to Guarantee the Notes, to release any Guarantor from any of its obligations under the Indenture or its Guarantee pursuant to the terms of the Indenture, to make, complete or confirm any grant of Collateral permitted or required by the Security Documents or the Indenture or any release of Collateral that becomes effective as set forth in the Security Documents or the Indenture, to conform the text of the Indenture, the Notes, the Subsidiary Guarantees or the Security Documents to any provision of the Description of the Notes section of the Offering Circular for the Offering of the Original Notes to the extent that such provision in the Description of the Notes was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Subsidiary Guarantees or the Security Documents, or to provide for reflect any waiver or termination of any right arising under the issuance provisions of Additional the Indenture that otherwise would be enforceable by any holder of a Term Loan Obligation, if such waiver or termination is set forth in the agreement governing such Term Loan Obligation, provided that no such waiver or amendment shall adversely affect the rights of Holders of Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of or Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained class. The provisions of Article 10 of the Indenture may not be amended or modified without the written consent of the holders of all Senior Debt. In addition, any amendment to, or waiver of, the provisions of Article 10 of the Indenture that adversely affects the rights of the Holders of the Notes will require the consent of the Holders of at least 66-2/3% in connection with a purchase aggregate principal amount of or tender offer or exchange offer for the Notes)Notes then outstanding. Without the consent of any HolderHolder of a Note, the Issuer and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated November 5, 2004, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Issuer and Supplemental Indenture, the Trustee may amend or supplement the Indenture Notes or the Notes Subsidiary 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, Notes including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Supplemental Indenture or the Notes (except for certain covenants and provisions of or the Indenture which cannot be amended without the consent of each Holder) Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, Notes including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of Notes, the Issuer and the Trustee may amend or supplement the Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, omissionmistake, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Company’s Obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to surrender any right or power conferred upon Article 5 of the IssuerSupplemental Indenture, (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, to make any change (v) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA TIA, (vi) to conform the text of the Supplemental Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated July 19, 2016, relating to the initial offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, or (ix) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer Indenture, the notes, the Guarantees and the Trustee Notes Security Documents may amend be amended or supplement supplemented with the Indenture consent of the Holders of not less than a majority in aggregate principal amount of the notes then outstanding (including additional notes, if any) voting as a single class, and any existing Default or Event of Default or compliance with any other provision of the Indenture, the notes or the Guarantees, or with the Notes Security Documents, may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the notes then outstanding (including additional notes, if any) voting as a single class; provided that (x) if any such amendment or waiver will only affect one series of notes (or less than all series of notes) then outstanding under this Indenture, then only the consent of the Holders of a majority in principal amount of the notes of such series then outstanding Notes(including, including Additional Notesin each case, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of notes in a manner different and materially adverse relative to the Notes)manner such amendment or waiver affects other series of notes, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with then the consent of the Holders of a majority in principal amount of the notes of such series then outstanding Notes(including, including Additional Notesin each case, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for notes) shall be required. Notwithstanding anything to the Notes). Without contrary, without the consent of any HolderHolder of notes, the Issuer and Indenture, the Trustee may amend or supplement notes, the Indenture Guarantees or the Notes Security Documents may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency in the Indenture; to comply with the provisions of the Indenture concerning consolidation, merger and sale of assets; to evidence and provide for the assumption acceptance of appointment under the Indenture by a successor corporation, partnership trustee or limited liability company of the obligations of the Issuer under the Indenture, Collateral Agent; to provide for uncertificated Notes notes in addition to or in place of certificated Certificated Notes (provided, that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code); to add one or more additional Guarantees on the terms required by the Indenture, or provide for the assumption of the Parent’s, either Issuer’s or any of the Subsidiary Guarantors’ obligations to the Holders; provided that the addition of any such additional obligor that is not an obligor with respect to all notes issued under this Indenture shall require the consent of the Holders of not less than a majority in principal amount of the notes then outstanding (including, without limitation, additional notes, if any); to make any change that, in the good faith opinion of the Board of Directors of the Parent as evidenced by a board resolution, does not adversely affect the legal rights of any Holder in any material respect; to conform the text of the Indenture (including any supplemental indenture or other instrument pursuant to which additional notes are issued), the notes (including any additional notes), any Subsidiary Guarantee, the Parent Guarantee, the Collateral Agency Agreement, the Crossing Lien Intercreditor Agreement or any Collateral Agreement to any provision of the “Description of Senior Secured Notes” or “Intercreditor Arrangements” sections of the Offering Memorandum, to the extent that such provision in that “Description of Senior Secured Notes” or “Intercreditor Arrangements” section was intended to be a verbatim recitation of a provision of the Indenture, the notes, the Parent Guarantee, any Subsidiary Guarantee, the Collateral Agency Agreement, the Crossing Lien Intercreditor Agreement or any Collateral Agreement; to amend the Collateral Agency Agreement to add additional Guarantees or additional obligors with respect to holders of Additional Secured Obligations permitted under the NotesIndenture, to secure the Notes, Collateral Agency Agreement and any Secured Debt Documents then in effect; to add to the covenants of the Issuer for the benefit of the Holders of the Notes Holders, or to surrender any right or power conferred upon the IssuerParent, the Issuers or any Guarantor; to make any change that would provide any additional rights release, terminate or benefits to discharge the Holders of Notes or that does not adversely affect the legal rights under the Indenture Guarantee of any Guarantor or any Lien, in each case when such Holderrelease, to make any change to comply termination or discharge is permitted in accordance with any requirement the terms of the Commission in order to effect or maintain the qualification of the Indenture under the TIA or this Indenture; to provide for the issuance of Additional Notesadditional notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture; to make any changes with respect to the rights or obligations of the Trustee or other provisions relating to the Trustee that do not adversely affect the rights of any Holder in any material respect; to make any amendments to the provisions of the Indenture relating to the transfer and legending of notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the notes; provided, however, that (i) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer notes; to amend the Notes Security Documents to add any holders of Priority Lien Obligations to the extent permitted under the Indenture, the Collateral Agency Agreement and any Priority Lien Document then in effect; and to add to the Collateral securing the notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Toggle Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Toggle Notes, including Additional Noteswithout limitation, if any, voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Toggle Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Toggle Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Toggle Notes, including Additional Noteswithout limitation, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of of, or tender offer or exchange offer for the for, Toggle Notes). Without the consent of any Holder, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Toggle Notes may be amended or supplemented (i) to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, (ii) to provide for uncertificated Toggle Notes in addition to or in place of certificated Toggle Notes, (iii) to add additional Guarantees or additional obligors with respect to provide for the Notes, to secure the Notes, to add to the covenants assumption of the Issuer for the benefit of the Issuer’s or any Guarantor’s obligations to Holders of the Toggle Notes in case of a merger or to surrender any right or power conferred upon the Issuerconsolidation, (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change (v) to comply with any requirement the requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA TIA, (vi) to conform the text of the Indenture, the Subsidiary Guarantees or the Toggle Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Toggle Notes, (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date, (viii) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Toggle Notes or to secure the Toggle Notes, or (ix) to issue additional notes in accordance with the terms of the Indenture. In addition, except as provided in clause (vi) of the preceding sentence, any amendment to the provisions of Article 10 of the Indenture (including the definitions of “Senior Debt” and “Designated Senior Debt”) that adversely affects the rights of any holder of Designated Senior Debt of the Issuer then outstanding requires the consent of a majority of the holders of such Designated Senior Debt (or any group or representative thereof authorized to give a consent), and any amendment or waiver of the provisions of Article 10 of the Indenture that adversely affects the rights of the Holders requires the consent of the Holders of at least 66-2/3% in aggregate principal amount of Toggle Notes then outstanding.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, the Issuer Indenture or the Notes 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. Any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes (other than any Default in the payment of principal or interest on the Note or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected) may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Company and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notesi) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, to provide for inconsistency in the assumption by a successor corporation, partnership Indenture; provided that such amendments or limited liability company supplements shall not materially and adversely affect the interests of the obligations Holders; (ii) to comply with Article 5 of the Issuer under the Indenture, relating to provide for uncertificated Notes in addition to a merger or in place consolidation or sale of certificated Notes, to add additional Guarantees all or additional obligors with respect to the Notes, to secure the Notes, to add to the covenants substantially all of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to make any change Company’s assets; (iii) to comply with any requirement requirements of the Securities and Exchange Commission in order to effect or maintain connection with the qualification of the Indenture under the TIA Trust Indenture Act; (iv) to evidence and provide for the acceptance of appointment of a successor Trustee and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the issuance administration of Additional Notesthe trusts by more than one Trustee, pursuant to the requirements of the Indenture; (v) to establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted by the Indenture; (vi) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; and (vii) to make any change that does not materially and adversely affect the rights of any Holder.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended or supplemented with the A-4 consent of the Holders of at least a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class, and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) default or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Notes and Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes)class. Without the consent of any HolderHolder of a Note, the Issuer and Indenture, the Trustee may amend or supplement the Indenture Subsidiary Guarantees or the Notes may be amended to cure any ambiguity, omission, defect or inconsistency, to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, ; to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes or to add additional Guarantees or additional obligors with respect to alter the Notes, to secure the Notes, to add to the covenants provisions of Article 2 of the Issuer Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; to provide for the benefit assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or to surrender any right or power conferred upon Article 10 of the Issuer, Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture hereunder of any such Holder, to make any change Holder of the Note; to comply with any requirement requirements of the Commission SEC in order to effect or maintain the qualification of the Indenture under the TIA or TIA; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date thereof; to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; to make, complete or confirm any grant of Collateral permitted or required by this Indenture or Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or Security Documents; to conform the text of the Indenture, the Subsidiary Guarantees, the Security Documents or the Notes to any provision of the Description of Notes contained in the Offering Circular to the extent that such provision in that Description of Notes was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees, the Security Documents or the Notes; reflect any waiver or termination of any right arising under Article 12 of the Indenture that otherwise would be enforceable by any holder of a Parity Lien Obligation or Parity Lien, if such waiver or termination is set forth or provided herein or agreement governing or giving rise to such Parity Lien Obligation or Parity Lien; PROVIDED, that no such waiver or amendment shall adversely affect the rights of Holders of Notes; or except as otherwise provided under Section 13.09 of the Indenture make any change in the amendment and waiver provisions.