Common use of AMENDMENT, SUPPLEMENT AND WAIVER Clause in Contracts

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers Issuers, the Trustee and the Trustee Collateral Agent may amend or supplement the Supplemental Indenture Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to 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, (iiior in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) to provide for or confirm of the issuance of Additional NotesCode), (iv) to provide for add Guarantees with respect to the assumption of Notes or to add additional Collateral to secure the Issuers’ obligations to Holders in Notes and the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsNote Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the this Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the text of the Supplemental Indenture Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the Notes to the heading “Description of Notes” section of in the Offering MemorandumProspectus, or (viii) to make any amendment to the provisions of the Supplemental 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 other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or and 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 (including Additional Notes, if any, issued under the Supplemental Indenture) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor purchase of, the Notes). Any , and any existing Default or Event or Default, other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes (except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or and the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any, issued under the Supplemental Indenture) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor purchase of, the Notes). Without the consent of any Holder of a NoteNotes, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to ; provide for the assumption by a Surviving Entity of the obligations of the Company under the Indenture; provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm ; secure the issuance of Additional Notes, (iv) add to provide the covenants of the Company for the assumption benefit of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all holders of the Issuers’ assets, (v) to Notes or surrender any right or power conferred upon the Company; make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights of any holder of the Notes; comply with any requirement of the Commission in connection with the qualification of the Indenture under the Supplemental Indenture of any such Holder, (vi) to TIA; provide for the issuance of Exchange Additional Notes pursuant to the Registration Rights Agreement or to comply in accordance with the requirements Supplemental Indenture; evidence and provide for the acceptance of appointment by a successor Trustee; conform the text of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, Prospectus to the extent that such provision in the “Description of Notes” of the Prospectus was intended to be a recitation of a provision of the Indenture or (viii) to the Notes; or make any amendment to the provisions of the Supplemental Indenture or relating to the transfer and legending of the Notes as permitted by the Indenture, including, without limitation to eliminate facilitate the effect issuance and administration of any Accounting Change or the Notes; provided that (i) compliance with the Indenture as so amended would not result in the application thereof as described Notes being transferred in the last paragraph violation of the definition Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of “GAAPHolders to transfer the Notes.”

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Supplemental Indenture Indenture, the Guarantees 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 Notes then outstanding Notes (outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any , voting as a single class, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (Notes, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), voting as a single class. Without the consent of any Holder of a Note, the Issuers and Supplemental Indenture, the Trustee may amend or supplement the Supplemental Indenture Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistency, ; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that such uncertificated notes are issued in registered form under Section 163(f)(5) of the Internal Revenue Code of 1986, as amended; (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company’s or a Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Company’s or Guarantor’s assets, as applicable (viv) 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, Holder in any material respect; (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the Trust Indenture Act; (vi) to provide for the issuance of Exchange Additional Notes pursuant to the Registration Rights Agreement or to comply in accordance with the requirements of the SEC as necessary to comply with applicable law, Supplemental Indenture; (vii) to conform the text of the Supplemental Indenture Indenture, the Notes or the Guarantees to any provision of the Description of Notes to the “extent that such provision in the Description of Notes” section Notes was intended to be a verbatim recitation of a provision of the Offering MemorandumSupplemental Indenture, the Notes or the Guarantees; (viii) to make allow any amendment Guarantor to execute a supplemental indenture to the provisions Supplemental Indenture and/or a Guarantee with respect to the Notes; (ix) to evidence and provide for the acceptance of appointment by a successor trustee; (x) to add Guarantees with respect to the Notes; (xi) to secure the Notes; or (xii) to release any Lien granted in favor of the Holders of the Notes pursuant to Section 4.07 of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph upon release of the definition of “GAAPLien securing the underlying obligation that gave rise to such Lien.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Guarantees, the Notes, any Security Document 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 then-outstanding Notes (includingNotes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then then-outstanding Notes (includingNotes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a NoteHolder, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) 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 or the Appendix to the Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the IssuersCompany’s, Holdings’ or any Guarantor’s obligations to Holders in by a successor to the case of Company, Holdings or a merger or consolidation or sale of all or substantially all Guarantor pursuant to Section 5.01 of the Issuers’ assetsIndenture, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant issued after the Issue Date in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Registration Rights Indenture, a joinder to the Security Documents or the Intercreditor Agreement and/or a Guarantee with respect to the Notes, to provide for the issuance of exchange notes or to comply with the requirements of the SEC as necessary to comply with applicable lawprivate exchange notes, (vii) to conform the Supplemental Indenture text of the Indenture, the Guarantees or the Notes to any provision in the “Description of Notes or to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision in the Indenture, the Guarantees or the Notes” section , to add assets to the Collateral or release Collateral from any Lien as permitted under the Indenture, to mortgage, pledge, hypothecate or grant any other Lien in favor of the Offering MemorandumIndenture Secured Parties, to provide extensions with respect to timing for, or (viii) to make any amendment modifications to the provisions ministerial or administrative requirements for granting Liens, to the extent not prohibited under the Intercreditor Agreements and/or the Security Documents, to enter into intercreditor arrangements with respect to the Secured Debt or to provide for the succession of any parties to the Supplemental Indenture Security Documents or the Notes Intercreditor Agreement (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extensions, substitution, refinancing, restructuring, replacement, supplementing or other modification to eliminate the effect of any Accounting Change Credit Facilities or in the application thereof as described in the last paragraph of the definition of “GAAPother Secured Debt.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Guarantees 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 (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ an Issuer’s or a Subsidiary Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ such Issuer’s or Subsidiary Guarantor’s properties or assets, (v) as applicable, to add or release Subsidiary Guarantors pursuant to the terms of the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange additional Notes pursuant to in accordance with the Registration Rights Agreement or limitations set forth in the Indenture, to comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the Trust Indenture Act, (vii) to conform evidence or provide for the Supplemental acceptance of appointment under the Indenture or of a successor Trustee, to add additional Events of Default, to secure the Notes and/or the Guarantees or to provide for the “Description of Notes” section reorganization of the Offering Memorandum, or (viii) to make Partnership as any amendment to the provisions other form of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPentity.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) 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, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company's or any Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (v) 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, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the Issuance of Additional Notes in accordance with applicable lawthe limitations set forth in the Indenture, (vii) or to conform the Supplemental Indenture or the Notes allow any Guarantor to execute a supplemental indenture to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment Indenture and/or a Subsidiary Guarantee with respect to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions in Section 10.02 of the Indenture, the Supplemental Indenture Company, the Guarantors and the Trustee may amend or supplement the Indenture, any Collateral Agreement, the Notes may be amended or supplemented and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesor purchase of, the Notes and Note Guarantees). Any , and, subject to Sections 7.04 and 7.07 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture Indenture, any Collateral Agreement or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) and Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitation, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of each Holder affected, an amendment, supplement or waiver under Section 10.02 of the Indenture may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a NoteDefault or Event of Default in the payment of principal of, the Issuers and the Trustee may amend or supplement the Supplemental Indenture interest on, or premium, if any, on, the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, 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 (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of including Additional Notes, (ivif any) to provide for the assumption and a waiver of the Issuers’ obligations to Holders payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, Notes; (v6) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to in the provisions of the Supplemental Indenture relating to waivers of past Defaults or the Notes rights of Holders to eliminate receive payments of principal of, or interest on, or premium, if any, on, the effect Notes; (7) release any Collateral from the Liens of the pledge and security agreements, except as contemplated by the pledge and security agreements; (8) waive a redemption payment or mandatory redemption with respect to any Accounting Change Notes; (9) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (10) make any change in Section 7.04 or 7.07 of the Indenture or in the application thereof as described provisions relating to amendment, supplement and waiver in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company's or Subsidiary Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (v) 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, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary Commission in order to comply effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the Issuance of Additional Notes in accordance with applicable lawthe limitations set forth in the Indenture, (vii) or to conform the Supplemental Indenture or the Notes allow any Subsidiary Guarantor to execute a supplemental indenture to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment Indenture and/or a Subsidiary Guarantee with respect to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions in Section 10.02 of the Indenture, the Supplemental Indenture Company, the Guarantors and the Trustee may amend or supplement the Indenture, any Collateral Agreement, the Notes may be amended or supplemented and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesor purchase of, the Notes and Note Guarantees). Any , and, subject to Sections 7.04 and 7.07 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal and Aggregate Accreted Principal Amount of, premium or interest on the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture Indenture, any Collateral Agreement or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) and Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitation, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of each Holder affected, an amendment, supplement or waiver under Section 10.02 of the Indenture may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal or Aggregate Accreted Principal Amount of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a NoteDefault or Event of Default in the payment of principal or Aggregate Accreted Principal Amount of, the Issuers and the Trustee may amend or supplement the Supplemental Indenture interest on, or premium, if any, on, the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, 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 (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of including Additional Notes, (ivif any) to provide for the assumption and a waiver of the Issuers’ obligations to Holders payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, Notes; (v6) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to in the provisions of the Supplemental Indenture relating to waivers of past Defaults or the Notes rights of Holders to eliminate receive payments of principal or Aggregate Accreted Principal Amount of, or interest on, or premium, if any, on, the effect Notes; (7) release any Collateral from the Liens of the pledge and security agreements, except as contemplated by the pledge and security agreements; (8) waive a redemption payment or mandatory redemption with respect to any Accounting Change Notes; (9) adversely affect the conversion rights of the Holders set forth in Article 4 of the Indenture; (10) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (11) make any change in Section 7.04 or 7.07 of the Indenture or in the application thereof as described provisions relating to amendment, supplement and waiver in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Supplemental Indenture Indenture, the Guarantees 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 Notes then outstanding Notes (outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any , voting as a single class, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (Notes, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), voting as a single class. Without the consent of any Holder of a Note, the Issuers and Supplemental Indenture, the Trustee may amend or supplement the Supplemental Indenture Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistency, ; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that such uncertificated notes are issued in registered form under Section 163(f)(5) of the Internal Revenue Code of 1986, as amended; (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company’s or a Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Company’s or Guarantor’s assets, as applicable (viv) 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, ; (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the Trust Indenture Act; (vi) to provide for the issuance of Exchange Additional Notes pursuant to the Registration Rights Agreement or to comply in accordance with the requirements of the SEC as necessary to comply with applicable law, Supplemental Indenture; (vii) to conform the text of the Supplemental Indenture Indenture, the Notes or the Guarantees to any provision of the Description of Notes to the “extent that such provision in the Description of Notes” section Notes was intended to be a verbatim recitation of a provision of the Offering MemorandumSupplemental Indenture, the Notes or the Guarantees; (viii) to make allow any amendment Guarantor to execute a supplemental indenture to the provisions Supplemental Indenture and/or a Guarantee with respect to the Notes; (ix) to evidence and provide for the acceptance of appointment by a successor trustee; (x) to add Guarantees with respect to the Notes; (xi) to secure the Notes; or (xii) to release any Lien granted in favor of the Holders of the Notes pursuant to Section 4.07 of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph upon release of the definition of “GAAPLien securing the underlying obligation that gave rise to such Lien.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental 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 Notes, including Additional Notes, if any then outstanding Notes Outstanding, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Section 4.10 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest interest, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in principal amount of the 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: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets; (b) 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 the Issuer pursuant to Article Eight of the Indenture; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series to waive such an Event of Default; (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (id) to cure any ambiguityambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, mistakeor to make any other provisions as the Issuer may deem necessary or desirable, defect or inconsistency, provided that no such action shall materially adversely affect the interests of the Holders of the Notes; (iie) to establish the form or terms of the Notes or Additional Notes appertaining to such Notes or Additional Notes; and (f) to evidence and provide for uncertificated the acceptance of appointment hereunder by a successor trustee with respect to the Notes in addition of one or more series and to add to or in place change any of certificated Notes, (iii) the provisions of this Indenture as shall be necessary to provide for or confirm facilitate the issuance of Additional Notes, (iv) to provide for the assumption administration of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetstrusts hereunder by more than one trustee, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section Section 5.10 of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers Issuers, the Trustee and the Trustee Collateral Agent may amend or supplement the Supplemental Indenture Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to 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, (iiior in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) to provide for or confirm of the issuance of Additional NotesCode), (iv) to provide for add Guarantees with respect to the assumption of Notes or to add additional Collateral to secure the Issuers’ obligations to Holders in Notes and the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsNote Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the this Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the text of the Supplemental Indenture Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the Notes to the heading “Description of Notes” section of in the Offering MemorandumProspectus, or (viii) to make any amendment to the provisions of the Supplemental 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 other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Notes Intercreditor Agreement, (x) to eliminate evidence and provide for the effect acceptance and appointment under the Supplemental Indenture of any Accounting Change a successor Trustee or in Collateral Agent thereunder pursuant to the application thereof as described in requirements thereof, or (xi) to release a Note Guarantor pursuant to the last paragraph terms of Article 10 of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Supplemental Indenture or and the Notes may be amended or supplemented without prior notice to any Holder of Notes but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase oftender offer, or tender offer or exchange offer for, or purchase of, the Notes). Any ) and (ii) subject to Section 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, 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 Supplemental Indenture Indenture, the Notes or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Note Guarantees may be waived, including by way of amendment, waived with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase oftender offer, or tender offer or exchange offer for, or purchase of, the Notes). Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteNotes, the Issuers Company, the Guarantors, and the Trustee may amend or supplement the Supplemental Indenture Indenture, the Notes or the Notes Note Guarantees to (ia) to cure any ambiguity, defect, mistake, defect omission or inconsistencyinconsistency as evidenced in an Officers’ Certificate; (b) provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes or Note Guarantees, as applicable, by a Successor to the Company or a successor to such Guarantor pursuant to Article 5 of the Indenture; (iic) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (iiid) add any Note Guarantees with respect to provide for the Notes and to release Note Guarantees when required or confirm permitted by the issuance terms of Additional the Indenture; (e) secure the Notes, ; (ivf) add to provide the covenants of the Company or any Guarantor for the assumption benefit of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all Notes or substantially all of the Issuers’ assets, Note Guarantees or to surrender any right or power conferred upon the Company or any Guarantor; (vg) to make any change that would provide any additional rights or benefits to the Holders of all of the Notes or the Note Guarantees or, in the good faith opinion of the Company, that does not adversely affect the legal rights under the Supplemental Indenture hereunder of any such Holder, Holder of the Notes or any Guarantor; (vih) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities; (i) comply with requirements of the SEC as necessary in order to comply with applicable law, effect or maintain the qualification of the Indenture under the TIA; (viij) to conform the Supplemental Indenture text of the Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section contained in any offering memorandum relating to the initial offering of all of the Offering MemorandumNotes, 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 such Notes (viiias evidenced by an Officers’ Certificate of the Company and Opinion of Counsel); (k) provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date thereof; (l) evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to make the Notes and to add to or change any amendment to of the provisions of the Supplemental Indenture as shall be necessary to provide for or facilitate the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph administration of the definition trusts hereunder by more than one Trustee, pursuant to the requirements of “GAAPSection 7.08 of the Indenture; (m) change the Registrar or Paying Agent; and (n) remove redemption provisions included in any Notes that are no longer in effect.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, the Supplemental Indenture Indenture, the Guarantees 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 Notes then outstanding Notes (includingoutstanding, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Guarantees or the Notes (i) may be amended or supplemented, to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company's or Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (v) 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, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Notes issued after the Issue Date in accordance with applicable lawthe limitations set forth in the Indenture, (vii) to conform allow any Guarantor to execute a supplemental indenture to the Supplemental Indenture or and/or a Guarantee with respect to the Notes or to evidence and provide for the “Description acceptance of Notes” section appointment under the Indenture of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPa successor Trustee.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Notes or the Notes 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Any , and, subject to Sections 6.4 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Guarantee may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Notes or the Notes (i) Guarantee may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company’s obligations to Holders of the Notes in the case of a merger or consolidation consolidation, to provide for additional Guarantees as set forth in the Indenture or sale for the release or assumption of all or substantially all of Guarantee in compliance with the Issuers’ assetsIndenture, (v) 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, (vi) to provide for comply with the issuance provisions of Exchange Notes pursuant the Depositary, Euroclear or Clearstream or the Trustee with respect to the Registration Rights Agreement provisions of the Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein, to comply with the requirements of the SEC as necessary in order to comply with applicable law, (vii) to conform effect or maintain the Supplemental Indenture or the Notes to the “Description of Notes” section qualification of the Offering Memorandum, Indenture under the TIA or (viii) to make any amendment to provide for the provisions issuance of additional Notes in accordance with the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or limitations set forth in the application thereof as described in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer forfor 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, or interest on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture that 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 of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistakeomission, defect or inconsistency, (ii) to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Company under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm secure the issuance of Additional Notes, (iv) to provide add to the covenants of the Company for the assumption benefit of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsNotes or to surrender any right or power conferred upon the Company, (v) 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 Supplemental Indenture of any such Holder, (vi) 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 Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Additional Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Any , and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Documents may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), in each case without notice to any other Holder, but subject to Section 5.21 of the Indenture. Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than the provisions of Sections 3.08(b), 3.09, 5.10, 5.14 and 5.15 of the Indenture prior to the time that any obligation to make an offer to purchase Notes thereunder has arisen); (3) reduce the rate of or extend the time for payment of interest, including default interest, or Additional Interest, if any, on any Note; (4) waive a NoteDefault in the payment of principal of, premium, if any, interest or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) 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, premium, if any, interest or Additional Interest, if any, on the Notes; (7) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (8) make any change in the foregoing or succeeding amendment, supplement and waiver provisions or Sections 10.01 or 10.02 of the Indenture. In addition, any amendment to, supplement or waiver of, the Issuers provisions of the Indenture Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes shall require the consent of the Holders of not less than 662/3% in aggregate principal amount of the Notes then outstanding. Notwithstanding the foregoing, without the consent of any Holder, the Issuers, the Guarantors and the Trustee may amend amend, supplement or supplement waive any provision of the Supplemental Indenture or the Notes Documents to: (i1) to cure any ambiguity, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error, (ii2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii3) comply with the covenant relating to provide for or confirm the issuance mergers, consolidations and sales of Additional Notes, assets; (iv4) to provide for the assumption of the Issuers’ or any Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets, (v5) add Guarantees with respect to the Notes or to secure the Notes, (6) 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, (7) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture Documents of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to 8) comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the TIA, (vii9) to conform (i) enter into additional or supplemental Collateral Documents or (ii) release Collateral in accordance with the Supplemental terms of the Indenture or and the Notes Collateral Documents, (10) evidence and provide for the acceptance and appointment under the Indenture of a successor trustee pursuant to the “Description of Notes” section of the Offering Memorandumrequirements thereof, or (viii11) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; 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, (12) provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture, or (13) conform the text of the Indenture or any other Indenture Document to any provision of the Notes “Description of the Notes” section of the Offering Memorandum to eliminate the effect extent that such provision was intended to be a verbatim recitation of a provision of the Indenture or any other Indenture Document, as evidenced by an Officers’ Certificate of the Company. The consent of Holders is not necessary under the Indenture to approve the particular form of any Accounting Change proposed amendment, supplement or in waiver. It is sufficient if such consent approves the application thereof as described in substance thereof. After an amendment, supplement or waiver under the last paragraph Indenture becomes effective, the Issuers are required to mail to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the definition of “GAAPamendment, supplement or waiver.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Notes, the Subsidiary Guarantees or the Notes Collateral Documents may be amended or supplemented by the Issuers with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Collateral Documents may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of Holder, the Indenture, a Note, the Issuers and Notes, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes (i) Collateral Documents may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ or Subsidiary Guarantors’ obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ an Issuer’s or Subsidiary Guarantor’s assets, (v) 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, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement enter into additional or supplemental Collateral Documents or to comply with the requirements of the SEC as necessary Commission in order to comply with applicable law, (vii) to conform effect or maintain the Supplemental Indenture or the Notes to the “Description of Notes” section qualification of the Offering Memorandum, or (viii) to make any amendment to Indenture under the provisions of the Supplemental Trust Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPAct.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Notes or the Notes Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of all series then outstanding Notes (includingwhich are affected by such amendment voting as a single class, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any and any existing Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Guarantees may be waived, including by way of amendment, waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes of all series then outstanding Notes (including, without limitation, consents obtained in connection with which are affected by such waiver voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Notes or the Notes Guarantees may be amended or supplemented: (ia) to cure any ambiguity, mistakeomission, defect or inconsistency, ; (iib) to provide for the assumption by a Surviving Entity of the obligations of the Company or the assumption by a Successor Person of the obligations of any Guarantor under the Indenture; (c) 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; (iiid) to add Guarantees with respect to the Notes; (e) to add to the covenants of the Company, the Guarantors or any of their Subsidiaries for the benefit of the Holders or to surrender any right or power conferred upon the Company, the Guarantors or any of their Subsidiaries; (f) to provide for or confirm a successor Trustee in accordance with the issuance of Additional Notes, (iv) to provide for the assumption terms of the Issuers’ obligations Indenture or to Holders in the case of a merger or consolidation or sale of all or substantially all otherwise comply with any requirement of the Issuers’ assets, Indenture; (vg) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under the Supplemental Indenture of any such Holder, ; (vih) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements any requirement of the SEC as necessary Commission in connection with qualifying or maintaining the qualification of the Indenture under the Trust Indenture Act; (i) to comply release a Guarantor from its obligations under its Guarantee or the Indenture, in each case in accordance with the applicable law, provisions of the Indenture; or (viij) to conform the Supplemental text of the Indenture or the Notes or the Guarantees to any provision of the “Description of the New Notes” section in the Offering Memorandum to the extent that such provision in the “Description of the Offering MemorandumNew Notes” was intended to be a verbatim recitation of a provision of this Indenture, or (viii) to make any amendment to the provisions of the Supplemental Indenture Notes or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPGuarantees.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional NotesNotes or the Exchange Notes pursuant to the Registration Rights Agreement, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA or otherwise as necessary to comply with applicable law, (vii) to make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or premium, if any, or interest or Special Interest, if any, on the Notes or (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPCircular.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Notes or the Notes 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 (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, and any existing Default or tender offer or exchange offer for, Notes). Any existing Event of Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to or the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Subsidiary Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a NoteNotes, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations 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 Issuers’ assetsCompany’s assets pursuant to Article 5 of the Indenture, (viv) 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, (viv) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the TIA, (viivi) to conform the Supplemental text of the Indenture or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum, or relating to the initial offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Indenture of a successor trustee pursuant to the requirements thereof, (viii) to make provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or (ix) to allow any amendment Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA or otherwise as necessary to comply with applicable law, law or (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPProspectus.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional NotesNotes or the Exchange Notes pursuant to the Registration Rights Agreement, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA or otherwise as necessary to comply with applicable law, (vii) to make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or premium, if any, or interest or Special Interest, if any, on the Notes or (viii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (includingincluding Additional Notes, without limitationif any, consents obtained voting as a single class, and any existing Default or Event or Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in connection with aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a NoteHolder, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) Notes, may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistencyinconsistency in the Indenture or the Notes in a manner that does not adversely affect the rights of any Holder, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Company’s assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions extent that such provision in that “Description of Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Supplemental Indenture or this Note, to evidence and provide for the acceptance and appointment under the Indenture of successor trustees pursuant to the requirements thereof or to provide for the issuance of Additional Notes to eliminate of the effect of any Accounting Change same or an additional series in accordance with the limitations set forth in the application thereof Indenture as described in the last paragraph of the definition of “GAAPdate hereof.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Notes or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least not less than a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any and any existing Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Notes or the Notes Guarantees may be amended or supplemented (ia) to cure any ambiguity, mistake, defect or inconsistency, (iib) to add to the covenants of the Company or the Guarantors for the benefit of the Holders, or to surrender any right or power conferred upon the Company or the Guarantors by the Indenture or herein; (c) to provide for uncertificated Notes in addition to collateral for or in place additional Guarantors of certificated the Notes, ; (iiid) to evidence the succession of another Person to the Company, and the assumption by any such successor of the obligations of the Company, herein and in the Indenture in accordance with the terms of the Indenture; (e) to comply with the TIA; (f) to evidence the succession of another corporation to any Guarantor and assumption by any such successor of the Guarantee of such Guarantor pursuant to the Indenture; (g) to evidence the release of any Guarantor; (h) to evidence and provide for the acceptance of appointment of a successor Trustee with respect to the Notes; (i) in any other case where a supplemental indenture is required or confirm permitted to be entered into pursuant to the issuance provisions of Additional Notes, the Indenture without the consent of any Holder; (ivj) to provide for the assumption issuance and authorization of the Issuers’ obligations to Holders in the case of a merger Exchange Notes; or consolidation or sale of all or substantially all of the Issuers’ assets, (vk) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or Indenture, the Notes Notes, the Note Guarantees, the Collateral Documents and, with the consent of the required lenders under the Revolving Credit Facility, the Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any , and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on, the Notes, except a payment default resulting solely from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or Indenture, the Notes (other than any provision relating Notes, the Note Guarantees or, subject to the right of any Holder to bring suit for Intercreditor Agreement, the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Collateral Documents may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder Holders of a Notethe Notes, the Issuers and Indenture, the Trustee Notes, the Note Guarantees, the Intercreditor Agreement or, subject to the Intercreditor Agreement, the Collateral Documents may amend be amended or supplement the Supplemental Indenture or the Notes supplemented: (i) to cure any ambiguity, mistake, defect or inconsistency, ; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (iii) to provide for evidence the succession of another Person to the Company or confirm any Guarantor and the issuance assumption by any such successor of Additional the covenants of the Company or such Guarantor in the Indenture, the Notes, the Note Guarantees or the Collateral Documents; (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) 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 Supplemental Indenture of any such Holder, ; (v) to comply with requirements of law or the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental text of an Indenture or the Notes Document to any provision of the “Description of Notes” section of the Offering Memorandum, Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provisions in the “Description of Notes”; (vii) to evidence and provide for the acceptance of the appointment under the Indenture or the Collateral Documents of a successor Trustee or Collateral Agent; (viii) to make any amendment change to the Intercreditor Agreement to add parties thereto and otherwise implement the arrangements contemplated by the Offering Memorandum to be governed thereby in a manner consistent with the description thereof in the Offering Memorandum; (ix) to make any other provisions with respect to matters or questions arising under the Indenture Documents, provided that such actions pursuant to this clause shall not adversely affect the interests of the Supplemental Indenture Holders in any material respect, as determined in good faith by the Company; (x) to enter into additional or supplemental Collateral Documents; (xi) to release Collateral when permitted or required by the Indenture, the Collateral Documents or the Notes Intercreditor Agreement; or (xii) to eliminate allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental 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 Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, and any existing Default or tender offer Event or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to or the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) or the Guarantees may be amended or supplemented to cure any ambiguity, mistakeomission, defect or inconsistency, (ii) to 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, (iiior in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) to provide for or confirm of the issuance of Additional NotesCode), (iv) to provide for the assumption by a successor Company of the Issuers’ obligations of the Company under the Indenture and the Notes, to Holders in provide for the case assumption by a Successor Guarantor of the obligations of a merger or consolidation or sale of all or substantially all of Subsidiary Guarantor under the Issuers’ assetsIndenture and its Guarantee, (v) 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, (vi) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA, to add Guarantees with respect to the Notes, to secure the Notes, to add to the covenants of the Issuers for the benefit of the Holders or to surrender any right or power conferred upon the Issuers, to effect any provision of the Indenture or to make certain changes to the Indenture to provide for the issuance of Exchange Additional Notes pursuant (subject to the Registration Rights Agreement or to comply compliance with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or covenants set forth in the application thereof as described in the last paragraph of the definition of “GAAPIndenture).”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA or otherwise as necessary to comply with applicable law, law or (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPProspectus.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Any , and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Documents may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), in each case without notice to any other Holder, but subject to Section 5.21 of the Indenture. Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than the provisions of Sections 3.08(b), 3.09, 5.10, 5.14 and 5.15 of the Indenture prior to the time that any obligation to make an offer to purchase Notes thereunder has arisen); (3) reduce the rate of or extend the time for payment of interest, including default interest, or Additional Interest, if any, on any Note; (4) waive a NoteDefault in the payment of principal of, premium, if any, interest or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) 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, premium, if any, interest or Additional Interest, if any, on the Notes; (7) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (8) make any change in the foregoing or succeeding amendment, supplement and waiver provisions or Sections 10.01 or 10.02 of the Indenture. In addition, any amendment to, supplement or waiver of, the Issuers provisions of the Indenture Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes shall require the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Notes then outstanding. Notwithstanding the foregoing, without the consent of any Holder, the Issuers, the Guarantors and the Trustee may amend amend, supplement or supplement waive any provision of the Supplemental Indenture or the Notes Documents to: (i1) to cure any ambiguity, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error, (ii2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii3) comply with the covenant relating to provide for or confirm the issuance mergers, consolidations and sales of Additional Notes, assets; (iv4) to provide for the assumption of the Issuers’ or any Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets, (v5) add Guarantees with respect to the Notes or to secure the Notes, (6) 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, (7) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture Documents of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to 8) comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the TIA, (vii9) to conform (i) enter into additional or supplemental Collateral Documents or (ii) release Collateral in accordance with the Supplemental terms of the Indenture or and the Notes Collateral Documents, (10) evidence and provide for the acceptance and appointment under the Indenture of a successor trustee pursuant to the “Description of Notes” section of the Offering Memorandumrequirements thereof, or (viii11) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; 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, (12) provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture, or (13) conform the text of the Indenture or any other Indenture Document to any provision of the Notes “Description of the Notes” section of the Offering Memorandum to eliminate the effect extent that such provision was intended to be a verbatim recitation of a provision of the Indenture or any other Indenture Document, as evidenced by an Officers’ Certificate of the Company. The consent of Holders is not necessary under the Indenture to approve the particular form of any Accounting Change proposed amendment, supplement or in waiver. It is sufficient if such consent approves the application thereof as described in substance thereof. After an amendment, supplement or waiver under the last paragraph Indenture becomes effective, the Issuers are required to mail to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the definition of “GAAPamendment, supplement or waiver.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes (iiiprovided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to provide for or confirm of the issuance of Additional Notes, Code; (ivc) to provide for the assumption of the Issuers’ obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company and/or a Subsidiary Guarantor; provided, however, that the Company shall deliver to the Trustee (vi) an Opinion of Counsel in the United States to the effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation 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 (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal 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; (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental this Indenture of any such Holder, ; (vie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Exchange Additional Notes pursuant to in accordance with the Registration Rights Agreement or to Indenture; (g) comply with the requirements of the SEC as necessary Commission in order to comply with applicable law, effect or maintain the qualification of this Indenture under the TIA; or (viih) to conform the Supplemental text of the Indenture or the Notes to any provision of the “Description of Notes” section in the Offering Memorandum for the Notes dated March 26, 2014 to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 then-outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then then-outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) 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, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company’s or any Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (v) 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, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Additional Notes in accordance with applicable lawthe limitations set forth in the Indenture, (vii) or to conform the Supplemental Indenture or the Notes allow any Guarantor to execute a supplemental indenture to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment Indenture and/or a Subsidiary Guarantee with respect to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, (ii) minor or technical nature or to correct a manifest error, to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm comply with the issuance covenant relating to mergers, consolidations and sales of Additional Notesassets, (iv) to provide for the assumption of the Issuers’ Company’s or Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Company’s assets, (v) to add Guarantees with respect to the Notes or to secure the Notes, to add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any 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 Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the Trust Indenture Act, (vii) to conform evidence and provide for the Supplemental acceptance and appointment under the Indenture or the Notes of a successor trustee pursuant to the “Description requirements thereof, to provide for the issuance of Notes” section exchange or private exchange notes or to provide for the issuance of Additional Notes in accordance with the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or limitations set forth in the application thereof as described in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers Company, the Guarantors (if applicable) and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) curing ambiguities, omissions, mistakes, defects or inconsistencies; adding guarantees with respect to cure the Notes; securing the Notes; adding to the covenants of the Company for the benefit of some or all of the Holders or surrendering any ambiguityright or power conferred upon the Company; adding additional Events of Default; making any change that does not adversely affect in any material respect the rights of any Holder under the Indenture; 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, mistake, defect as amended; conforming the provisions of the Indenture and the Notes to 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 inconsistency, (ii) to provide facilitate the defeasance and discharge of the Notes so long as any such action shall not adversely affect the interests of any Holder of the Notes; permitting the authentication and delivery of Additional Notes; providing for uncertificated Notes in addition to or in place of certificated Notes, (iii) Notes subject to provide for or confirm applicable laws; evidencing the issuance acceptance of Additional Notes, (iv) to provide for the assumption appointment by a successor trustee; complying with Article V of the Issuers’ obligations to Holders in Indenture; or evidencing the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture release of any such Holder, (vi) to provide for the issuance of Exchange Notes Guarantor pursuant to the Registration Rights Agreement or to comply with the requirements terms of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ ' obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ ' assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA or otherwise as necessary to comply with applicable law, law or (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPProspectus.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Notes or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any, issued under the Supplemental Indenture) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor purchase of, the Notes). Any , and any existing Default or Event or Default, other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes (except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or Indenture, the Notes (other than any provision relating to and the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any, issued under the Supplemental Indenture) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor purchase of, the Notes). Without the consent of any Holder of a NoteNotes, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Notes or the Notes (i) Guarantees may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to ; provide for the assumption by a Surviving Person of the obligations of the Company under the Indenture; provide for uncertificated Notes in addition to or in place of certificated Notes (provided 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); add Guarantees with respect to the Notes or confirm and evidence the release, termination or discharge of any security or Guarantee when such release, termination or discharge is permitted by the Indenture; secure the Notes, (iii) add to provide for or confirm the issuance covenants of Additional Notes, (iv) to provide the Company for the assumption benefit of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all holders of the Issuers’ assets, (v) to Notes or surrender any right or power conferred upon the Company; make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights of any holder of the Notes; comply with any requirement of the Commission in connection with the qualification of the Indenture under the Supplemental Indenture of any such Holder, (vi) to TIA; provide for the issuance of Exchange Additional Notes pursuant to the Registration Rights Agreement or to comply in accordance with the requirements Supplemental Indenture; evidence and provide for the acceptance of appointment by a successor Trustee; conform the text of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, Prospectus to the extent that such provision in the “Description of Notes” of the Prospectus was intended to be a recitation of a provision of the Indenture or (viii) to the Notes; or make any amendment to the provisions of the Supplemental Indenture or relating to the transfer and legending of the Notes as permitted by the Indenture, including, without limitation to eliminate facilitate the effect issuance and administration of any Accounting Change or the Notes; provided that (i) compliance with the Indenture as so amended would not result in the application thereof as described Notes being transferred in the last paragraph violation of the definition Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of “GAAPHolders to transfer the Notes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Notes, any of the Security Documents or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any , and, subject to certain exceptions, any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes, any of the Security Documents or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), provided, however, that if any amendment, waiver or other modification will only affect the Notes, only the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (and not the consent of at least a majority in aggregate principal amount of all Notes), shall be required. Without the consent of each Holder of the then outstanding principal amount of Notes, an amendment, supplement or waiver may not: (A) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (B) reduce the principal of or change the Stated Maturity of any Note or reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased; (C) reduce the rate of or change the time for payment of interest, including default interest, on any note; (D) make any Note payable in money other than that stated in the Notes; (E) make any change in the provisions of the Indenture relating to waivers of past Defaults which require the consent of each Holder of the then outstanding principal amount of Notes outstanding; (F) impair the right of any Holder of Notes to receive payments of principal of, or interest or premium on, the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (G) change the ranking of the Notes, the Guarantees or the Security granted under the Security Documents; (H) release any Lien on the Collateral except as permitted by the Indenture and the Security Documents; (I) modify or release any of the Guarantees in any manner materially adverse to the Holders of the Notes other than in accordance with the terms of the Indenture; or (J) make any change in the preceding amendment and waiver provisions. Without the consent of any Holder of a NoteNotes, the Issuers and Issuer, the Guarantors, the Trustee and/or the Security Agent may amend or supplement the Supplemental Indenture Indenture, the Notes, the Guarantees or the Notes (i) Security Documents to cure any ambiguity, mistake, omission, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption by a successor Person of the Issuers’ Issuer’s or a Guarantor’s obligations to Holders in of Notes and Guarantees pursuant to the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsIndenture, (v) 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 Supplemental Indenture Indenture, the Notes, the Guarantees or the Security Documents of any such HolderHolder in any respect, to conform the text of the Indenture, the Guarantees, the Security Documents, the Intercompany Loans or the Notes to any provision of the “Description of New Secured Notes” in the Offering Memorandum, Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization (vias amended and supplemented) dated March 8, 2013 relating to the offering of the Notes, to the extent that such provision in such “Description of New Secured Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the Guarantees, the Security Documents or the Notes, to provide for the issuance of Exchange PIK Notes in accordance with the limitations set forth in the Indenture and to make such changes as may be required to the Security Documents (and any intercreditor agreement) to accommodate and implement such issuance of PIK Notes, to allow any Subsidiary to execute a supplemental indenture and/or a Guarantee with respect to the Notes or to further secure the Notes, to enter into, amend or supplement any intercreditor agreement with the holder, and/or any agent in respect thereof, of any other Indebtedness permitted to be incurred under the Indenture; provided that no such intercreditor agreement shall provide that the Notes or any Guarantee are subordinated to any such Indebtedness or subject to any payment blockage or enforcement standstill or that any Lien securing the Notes or the Guarantees ranks behind any Lien securing such Indebtedness, to evidence and provide for the acceptance and appointment under the Indenture or Security Documents of a successor Trustee or Security Agent pursuant to the Registration Rights Agreement requirement thereof, or to comply with the requirements of the SEC as extent necessary to comply with applicable law, (vii) to conform provide for the Supplemental Indenture or granting of a security interest for the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect benefit of any Accounting Change Person (including any release and re-grant of a Lien) and as otherwise contemplated by the Indenture provided that, in each case, such amendment, supplement, modification, extension, renewal, restatement or in the application thereof as described in the last paragraph of the definition of “GAAPreplacement does not violate such covenant.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, (ii) minor or technical nature or to correct a manifest error, to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm comply with the issuance covenant relating to mergers, consolidations and sales of Additional Notesassets, (iv) to provide for the assumption of the Issuers’ Company's or Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Company's assets, (v) to add Guarantees with respect to the Notes or to secure the Notes, to add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any 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 Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the Trust Indenture Act, (vii) to conform evidence and provide for the Supplemental acceptance and appointment under the Indenture or the Notes of a successor trustee pursuant to the “Description of Notes” section of the Offering Memorandumrequirements thereof, or (viii) to make any amendment to provide for the provisions issuance of the Supplemental Indenture exchange or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPprivate exchange notes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, (ii) minor or technical nature or to correct a manifest error, to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm comply with the issuance covenant relating to mergers, consolidations and sales of Additional Notesassets, (iv) to provide for the assumption of the Issuers’ Company’s or Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Company’s assets, (v) to add Guarantees with respect to the Notes or to secure the Notes, to add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any 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 Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the Trust Indenture Act, (vii) to conform evidence and provide for the Supplemental acceptance and appointment under the Indenture or the Notes of a successor trustee pursuant to the “Description of Notes” section of the Offering Memorandumrequirements thereof, or (viii) to make any amendment to provide for the provisions issuance of the Supplemental Indenture exchange or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPprivate exchange notes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Special Interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to 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, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (iiic) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations of the Company to Holders in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company; provided, however, that the Company shall deliver to the Trustee (vi) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation 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 (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or 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; (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental this Indenture of any such Holder, ; (vie) to provide for the issuance of Exchange Additional Notes pursuant to in accordance with the Registration Rights Agreement Indenture; or to (f) comply with the requirements of the SEC as necessary Commission in order to comply with applicable law, (vii) to conform effect or maintain the Supplemental qualification of this Indenture or under the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Special Interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to 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, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (iiic) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company and/or a Subsidiary Guarantor; provided, however, that the Company shall deliver to the Trustee (vi) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation 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 (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or 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; (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental this Indenture of any such Holder, ; (vie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Exchange Additional Notes pursuant to in accordance with the Registration Rights Agreement Indenture; or to (g) comply with the requirements of the SEC as necessary Commission in order to comply with applicable law, (vii) to conform effect or maintain the Supplemental qualification of this Indenture or under the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Guarantee 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 (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Any , and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantee or the Notes may be waived (other than any provision relating to a Default or Event of Default in the right of any Holder to bring suit for the enforcement of any payment of principalthe principal of, premium, if any, any premium or interest on the NoteNotes, on or after the scheduled due dates expressed hereinexcept a payment default resulting from an acceleration that has been rescinded) 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 (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Guarantee or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for evidence the assumption by a Successor Person of the Issuers’ covenants and obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsIssuer or the Guarantor under the Indenture, (v) the Notes then outstanding and the Guarantee, to make any change that that, in the good faith judgment of the Board of Directors of the Issuer, 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, (vi) to add guarantees or security with respect to the Notes, to evidence and provide for the issuance acceptance of Exchange Notes pursuant to the Registration Rights Agreement or appointment of a successor Trustee, to comply with the requirements rules of the SEC as necessary to comply with any applicable lawsecurities depository, (vii) or to conform the Supplemental Indenture text of the Indenture, the Notes or the Notes to the “Description of Notes” section Guarantee as provided in Section 9.01(h) of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer forfor 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 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 affected Holder (whether in the aggregate holding a majority principal amount of Notes or not) 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 of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistakeomission, defect or inconsistency, (ii) to provide for the assumption by a Surviving Person of the obligations of the Company under the Indenture, to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for add additional Subsidiary Guarantees with respect to the Notes or confirm release Subsidiary Guarantors from Subsidiary Guarantees pursuant to the issuance of Additional NotesIndenture, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) 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 Supplemental Indenture of any such Holder, (vi) 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 other applicable trust indenture legislation, to provide for the issuance of Exchange Additional Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental text of the Indenture or the Notes this Note to any provision of the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment Memorandum to the provisions extent that such provision is intended to be a substantially verbatim recitation of a provision in the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPthis Note.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers Issuer and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes or the Exchange Notes, (iv) to provide for the assumption of the Issuers’ Issuer’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Issuer’s assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA or otherwise as necessary to comply with applicable law, law or (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPProspectus.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company and the Trustee may amend or supplement the Indenture or and the Notes 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 (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a NoteNotes, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company's or any Subsidiary Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (v) 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, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply with applicable law, (vii) effect or maintain the qualification of the Indenture under the Trust Indenture Act or to conform reflect the Supplemental release of any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 11.05 of the Indenture or the Notes to add any Subsidiary as a Subsidiary Guarantor pursuant to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (iiic) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuersassets of the Company and/or a Subsidiary Guarantor; provided, however, that the Company shall deliver to the Trustee an officers’ assetscertificate and an opinion of counsel, each stating that such amalgamation, merger, consolidation, conveyance or transfer complies with this covenant and that all conditions precedent contained in this Indenture relating to such transaction have been complied with; (vd) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, ; (vie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Exchange Additional Notes pursuant to the Registration Rights Agreement or to comply in accordance with the requirements Indenture; or (g) conform the text of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to any provision of the “Description of Notes” section in the Final Offering Memorandum for the Notes, dated September 10, 2015, to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ ' obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ ' assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA or otherwise as necessary to comply with applicable law, law (vii) to conform con- form the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, Memorandum or (viii) to make any amendment issue Exchange Notes and related Guarantees pursuant to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPRegistration Rights Agreement.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental 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 Notes, including Additional Notes, if any then outstanding Notes Outstanding, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Section 4.10 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest interest, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in principal amount of the 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: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes of one or more series any property or assets; (b) 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 the Issuer pursuant to Article Eight of the Indenture; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Notes or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series to waive such an Event of Default; (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (id) to cure any ambiguityambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, mistakeor to make any other provisions as the Issuer may deem necessary or desirable, defect provided that no such action shall materially adversely affect the interests of the Holders of the Notes or inconsistency, Coupons; (iie) to establish the form or terms of the Notes or Additional Notes or of the Coupons appertaining to such Notes or Additional Notes; and (f) to evidence and provide for uncertificated the acceptance of appointment hereunder by a successor trustee with respect to the Notes in addition of one or more series and to add to or in place change any of certificated Notes, (iii) the provisions of this Indenture as shall be necessary to provide for or confirm facilitate the issuance of Additional Notes, (iv) to provide for the assumption administration of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetstrusts hereunder by more than one trustee, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section Section 5.10 of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Any , and any existing Default default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then then-outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, omission, mistake, error, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company’s or a Subsidiary Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsCompany’s or such Subsidiary Guarantor’s assets pursuant to Article 5 of the Indenture, (viv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under the Supplemental Indenture, (v) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of any such Holder1939, as amended, (vi) to conform the text of the Note Documents to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in the “Description of the Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the Notes or the Subsidiary Guarantees as evidenced by an Officer’s Certificate of the Company, (vii) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Exchange Additional Notes in accordance with the limitations set forth in the Indenture, (ix) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or Subsidiary Guarantee with respect to the Notes, (x) to release any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to the Registration Rights Agreement Indenture when permitted or required by this Indenture, (xi), to comply with grant or provide any collateral for the requirements benefit of the SEC as necessary to comply with applicable lawNotes and execute any documentation in connection therewith, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viiixii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes not prohibited by the Indenture, including to facilitate the issuance and administration of Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; or (xiii) to comply with the Notes to eliminate the effect rules and procedures of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPapplicable securities depository.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 (includingNotes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any , and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingNotes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteHolder, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company's or any Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (viv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (viv) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the TIA, (vi) 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 that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes, (vii) to conform provide for the Supplemental issuance of Additional Notes in accordance with the limitations set forth in the Indenture or the Notes to the “Description of Notes” section as of the Offering MemorandumIssue Date, or (viii) to make allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes, or (ix) to issue the Exchange Notes. In addition, (a) any amendment to the provisions of Article 10 of the Supplemental Indenture or (including the Notes to eliminate definitions of "Senior Debt" and "Designated Senior Debt") that adversely affects the effect rights of any Accounting Change or in the application thereof as described in the last paragraph holder of Senior Debt of the definition Company then outstanding requires the consent of “GAAPthe holders of such Senior Debt (or any group or representative thereof authorized to give a consent), and (b) 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 Notes then outstanding.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (iiic) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations of the Company or any Subsidiary Guarantor to Holders in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company and/or a Subsidiary Guarantor, as the case may be, in accordance with Section 5.01 of the Indenture; (vd) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, ; (vie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Exchange Additional Notes pursuant to the Registration Rights Agreement or to comply in accordance with the requirements Indenture; or (g) conform the text of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to any provision of the “Description of Notes” section in the Final Term Sheet for the Notes, dated September 24, 2019, to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Issuer and the Trustee may amend or supplement the Indenture, the Notes may be amended or supplemented and any supplemental Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Any ) and, subject to Section 6.04 and Section 6.07 of the Indenture, any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or Indenture, the Notes (other than and any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) supplemental indenture may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Issuer and the Trustee may modify, amend or supplement the Supplemental Indenture or Indenture, the Notes (i) or any supplemental indenture to cure any ambiguity, mistake, defect or inconsistency, (ii) ; to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) ; to provide for the assumption of the Issuers’ Issuer’s obligations to Holders of Notes by a successor to the Issuer in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Issuer’s assets, (v) ; 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 Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) Holder in any material respect; to conform the Supplemental text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment Memorandum to the provisions extent that such provision in such Description of Notes was intended to be a verbatim recitation of a provision of the Supplemental Indenture or the Notes, as evidenced by an Officer’s Certificate; to allow any Guarantor to execute a supplemental indenture and/or Guarantee with respect to the Notes; to provide for uncertificated Notes in addition to eliminate the effect of any Accounting Change or in place of certificated Notes (provided that the application thereof as described uncertificated Notes are issued in registered form for purposes of Section 163(f) of the U.S. Code); to evidence and provide the acceptance of the appointment of a successor Trustee under the terms of the Indenture or to otherwise comply with any requirement of the Indenture; or to provide for the issuance of Additional Notes in accordance with and if permitted by the terms of and limitations set forth in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes (iiiprovided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to provide for or confirm of the issuance of Additional Notes, Code; (ivc) to provide for the assumption of the Issuers’ obligations of the Company or any Subsidiary Guarantor to Holders of Notes in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company or such Subsidiary Guarantor, as the case may be, in accordance with Section 5.01 of the Indenture; (vd) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental this Indenture of any such Holder, ; (vie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Exchange Additional Notes pursuant to the Registration Rights Agreement or to comply in accordance with the requirements of the SEC as necessary to comply with applicable law, Indenture; or (viig) to conform the Supplemental text of the Indenture or the Notes to any provision of the “Description of Notes” section in the Offering Memorandum for the Notes dated March 31, 2017 to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or supplemented with With the consent of the Holders holders of at least not less than a majority in aggregate principal amount at Stated Maturity of the then outstanding Senior Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Senior Notes). Any existing Default , the Company, the Guarantors and the Trustee may enter into one or compliance with more indentures supplemental to the Indenture for the purpose of adding any provision provisions to or changing in any manner or eliminating any of the Supplemental provisions of the Indenture or of modifying in any manner the Notes rights of the holders; provided that no such supplemental indenture will, without the consent of the Holder of each outstanding Senior Note affected thereby, (other than a) change the Stated Maturity of the principal of, or any provision relating to installment of interest on, any Senior Note, or reduce the principal amount thereof (or premium, if any), or the interest thereon that would be due and payable upon Maturity thereof, or change the place of payment where, or the coin or currency in which, any Senior Note or any premium or interest thereon is payable, or impair the right of any Holder to bring institute suit for the enforcement of any such payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed hereinStated Maturity thereof, (b) may be waivedreduce the percentage in principal amount at Stated Maturity of the outstanding Senior Notes, including by way of amendment, with the consent of the whose Holders is required for any such supplemental indenture or required for any waiver of a majority in aggregate principal amount compliance with certain provisions of the then outstanding Indenture, (c) modify the Obligations of the Company to make offers to purchase Senior Notes upon a Change of Control or from the proceeds of Asset Sales, (including, without limitation, consents obtained d) subordinate in connection with a purchase ofright of payment, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Noteotherwise subordinate, the Issuers and the Trustee may amend or supplement the Supplemental Indenture Senior Notes or the Notes (i) Guarantees to cure any ambiguity, mistake, defect or inconsistencyother Indebtedness, (iie) to provide for uncertificated Notes in addition to amend, supplement or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to otherwise modify the provisions of the Supplemental Indenture relating to Guarantees or the Notes to eliminate the effect of (f) modify any Accounting Change or in the application thereof as described in the last paragraph of the definition provisions of “GAAPthis clause (except to increase any percentage set forth herein).”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than any provision relating to a Default or Event of Default in the right of any Holder to bring suit for the enforcement of any payment of principal, the principal of or premium, if any, any or interest on the NoteNotes) or compliance with any provision of the Indenture, on the Subsidiary Guarantee or after the scheduled due dates expressed herein) Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantee or the Notes may be amended or supplemented to (a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company under the Indenture and in the Notes, all to the extent otherwise permitted under the Indenture; (b) to add to the covenants of the Company for the benefit of the Holders of all or any of the Notes or to surrender any right or power herein conferred upon the Company; (c) to add any additional Events of Default; (d) to add to or change any of the provisions of the Indenture to such extent as may be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated form; (e) to add to, change, or eliminate any of the provisions of the Indenture in respect of the Notes, provided that any such addition, change, or elimination (i) will not apply to any of the Notes created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) will become effective only when there are no Notes Outstanding (as defined in the Original Indenture); (f) to establish the terms or form of Securities of any series as permitted by Sections 2.01 and 2.02 of the Original Indenture; (g) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as may be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, pursuant to the requirements of Section 9.10 of the Original Indenture; or (h) to cure any ambiguity, mistake, defect to correct or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption supplement any provision of the Issuers’ obligations to Holders in the case of a merger Indenture which may be defective or consolidation or sale of all or substantially all inconsistent with any other provision of the Issuers’ assetsIndenture, (v) or to make any change other provisions with respect to matters or questions arising under the Indenture, provided that would provide any additional rights or benefits such action pursuant to the Holders or that does this clause (h) will not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements interests of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or Holders of the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make in any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPmaterial respect.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or Indenture, the Notes Notes, the Note Guarantees, the Collateral Documents and, with the consent of the required lenders under the Revolving Credit Facility, the Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any , and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on, the Notes, except a payment default resulting solely from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or Indenture, the Notes (other than any provision relating Notes, the Note Guarantees or, subject to the right of any Holder to bring suit for Intercreditor Agreement, the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Collateral Documents may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder Holders of a Notethe Notes, the Issuers and Indenture, the Trustee Notes, the Note Guarantees, the Intercreditor Agreement, or, subject to the Intercreditor Agreement, the Collateral Documents, may amend be amended or supplement the Supplemental Indenture or the Notes supplemented (i) to cure any ambiguity, mistake, defect or inconsistency, ; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (iii) to provide for evidence the succession of another Person to the Company or confirm any Guarantor and the issuance assumption by any such successor of Additional the covenants of the Company or such Guarantor in the Indenture, the Notes, the Note Guarantees or the Collateral Documents; (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) 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 Supplemental Indenture of any such Holder, ; (v) to comply with requirements of law or the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental text of an Indenture or the Notes Document to any provision of the “Description of Notes” section of the Offering Memorandum, Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provisions in the “Description of Notes”; (vii) to evidence and provide for the acceptance of the appointment under the Indenture or the Collateral Documents of a successor Trustee or Collateral Agent; (viii) to make any amendment change to the Intercreditor Agreement to add parties thereto and otherwise implement the arrangements contemplated by the Offering Memorandum to be governed thereby in a manner consistent with the description thereof in the Offering Memorandum; (ix) to make any other provisions with respect to matters or questions arising under the Indenture Documents, provided that such actions pursuant to this clause shall not adversely affect the interests of the Supplemental Indenture Holders in any material respect, as determined in good faith by the Company; (x) to enter into additional or supplemental Collateral Documents; (xi) to release Collateral when permitted or required by the Indenture, the Collateral Documents or the Notes Intercreditor Agreement; or (xii) to eliminate allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Notes or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least not less than a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any and any existing Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Notes or the Notes Guarantees may be amended or supplemented (ia) to cure any ambiguity, mistake, defect or inconsistency; (b) to add to the covenants of the Company or the Guarantors for the benefit of the Holders, or to surrender any right or power conferred upon the Company or the Guarantors by the Indenture or herein; (iic) to provide for uncertificated Notes in addition to collateral for or in place additional Guarantors of certificated the Notes, ; (iiid) to evidence the succession of another Person to the Company, and the assumption by any such successor of the obligations of the Company, herein and in the Indenture in accordance with the terms of the Indenture; (e) to comply with the TIA; (f) to evidence the succession of another corporation to any Guarantor and assumption by any such successor of the Guarantee of such Guarantor pursuant to the Indenture; (g) to evidence the release of any Guarantor; (h) to evidence and provide for the acceptance of appointment of a successor Trustee with respect to the Notes; (i) in any other case where a supplemental indenture is required or confirm permitted to be entered into pursuant to the issuance provisions of Additional Notes, the Indenture without the consent of any Holder; (ivj) to provide for the assumption issuance and authorization of the Issuers’ obligations to Holders in the case of a merger Exchange Notes; or consolidation or sale of all or substantially all of the Issuers’ assets, (vk) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the 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 Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any ) and any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteNotes, the Issuers Issuer and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations of Issuer or any Guarantor to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all assets in accordance with Article 5 of the Issuers’ assetsIndenture or Section 11.05 thereof, (v) 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, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to effect or maintain the qualification of the Indenture under the TIA, to make any change in Article 10 of the Indenture that would limit or terminate the benefits available to any holder of Senior Debt (or any Representative) under the Indenture, to add additional Note Guarantees, to secure the Notes, to add to the covenants of Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon Issuer, to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section procedures of the Offering MemorandumTrustee, The Depository Trust Company or (viii) to make any amendment other applicable entity with respect to the provisions of the Supplemental Indenture or and the Notes relating to eliminate transfers of the effect Notes or to provide for the issuance of any Accounting Change or the Exchange Notes, which shall have terms substantially identical in all material respects to the Notes (except that the transfer restrictions contained in the application thereof Notes shall be modified or eliminated, as described in appropriate), and which shall be treated, together with any outstanding Notes, as a single issue of securities, or to change the last paragraph name or title of the definition of “GAAPNotes and make any non-substantive conforming changes related thereto.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Special Interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to 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, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (iiic) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company and/or a Subsidiary Guarantor; PROVIDED, HOWEVER, that the Company shall deliver to the Trustee (vi) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation 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 (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or 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; (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental this Indenture of any such Holder, ; (vie) add additional Guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Exchange Additional Notes pursuant to in accordance with the Registration Rights Agreement Indenture; or to (g) comply with the requirements of the SEC as necessary in order to comply with applicable law, (vii) to conform effect or maintain the Supplemental qualification of this Indenture or under the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional NotesNotes or the Exchange Notes pursuant to the Registration Rights Agreement, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or premium, if any, or interest or Special Interest, if any, on the Notes or (viii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental 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 (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, and any existing Default or tender offer Event or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to or the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Notes or the Notes Note Guarantees, the Intercreditor Agreement or the security Documents may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistencyinconsistency determined in good faith by the Issuer, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Issuer’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Issuer’s or such Guarantor’s assets, as applicable, and the corresponding release of the Issuer’s or the Guarantor’s obligations under the Indenture, (viv) 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, (v) to provide for the accession or succession of any parties to the Intercreditor Agreement or the Security Documents (and other amendments that are administrative or ministerial in nature), whether or not in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Credit Agreement, the notes or Other Second-Lien Obligations or any other agreement or action that is not prohibited by the Indenture, (vi) to provide for the issuance release of Exchange Notes pursuant to the Registration Rights Agreement or to comply Collateral in accordance with the requirements terms of the SEC as necessary to comply with applicable lawIndenture, the Intercreditor Agreement and the Security Documents, (vii) to expand the Collateral or grant additional liens securing the notes or the Note Guarantees, (viii) to evidence and provide the acceptance of the appointment of a successor trustee under the indenture or successor collateral agent, (ix) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA, (x) to conform the Supplemental Indenture or text of the Notes Indenture, the Note Guarantees, the Notes, the Intercreditor Agreement and the Security Documents 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 by the Issuer, as confirmed in an Officer’s Certificate, to be a recitation of a provision of the Indenture, the Note Guarantees, the Notes, the Intercreditor Agreement and the Security Agreement, (xi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (xii) to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes and to release Guarantors from the Note Guarantee in accordance with the terms of the Indenture, or (viiixiii) to make secure any amendment First Priority Lien Obligations or Other Second-Lien Obligations to the provisions of extent permitted under the Supplemental Indenture or and the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPSecurity Documents.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or supplemented with With the consent of the Holders holders of at least not less than a majority in aggregate principal amount at Stated Maturity of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Any existing Default , the Company, the Subsidiary Guarantors, if any, and the Trustee may enter into one or compliance with more indentures supplemental to the Indenture for the purpose of adding any provision provisions to or changing in any manner or eliminating any of the Supplemental provisions of the Indenture or of modifying in any manner the Notes rights of the holders; provided that no such supplemental indenture may, among other things, without the consent of the Holder of each outstanding Note affected thereby, (other than a) change the Stated Maturity of the principal of, or any provision relating to installment of interest on, any Note, or reduce the principal amount thereof (or premium, if any), or the interest thereon that would be due and payable thereon, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right of any Holder to bring institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, (b) reduce the percentage in principal amount at Stated Maturity of principalthe outstanding Notes, premiumthe consent of whose Holders is necessary for any such supplemental indenture or required for any waiver of compliance with certain provisions of the Indenture, or certain Defaults thereunder, (c) modify the Obligations of the Company to make offers to purchase Notes upon a Change of Control or from the proceeds of Asset Sales, (d) subordinate in right of payment the Notes or the Subsidiary Guarantees, if any, to any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistencyother Indebtedness, (iie) to provide for uncertificated Notes in addition to amend, supplement or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to otherwise modify the provisions of the Supplemental Indenture relating to Subsidiary Guarantees or (f) make any changes in Sections 6.4 or 6.7 of the Indenture or the Notes to eliminate the effect of modify any Accounting Change or in the application thereof as described in the last paragraph of the definition provisions of “GAAPthis clause (except to increase any percentage set forth therein or herein).”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Supplemental Indenture or Indenture, the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes Outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). Any , and any existing Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). Without obtaining any necessary consents under the Credit Facility, the Company 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 Holder of a NoteNotes, the Issuers Company, the Guarantors and the Trustee may amend or supplement the Supplemental Indenture Indenture, the Guarantees or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company's or a Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (v) to make any change or provision (i) that would provide any additional rights or benefits to the Holders of the Notes, (ii) that is required to make a Guarantee a binding obligation under state law or (iii) that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary Commission in order to comply with applicable law, (vii) to conform effect or maintain the Supplemental Indenture or the Notes to the “Description of Notes” section qualification of the Offering Memorandum, Indenture under the TIA or (viii) to make allow any amendment Guarantor to guarantee the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers Issuers, the Trustee and the Trustee Collateral Agent may amend or supplement the Supplemental Indenture Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes 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, (iiior in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) to provide for or confirm of the issuance of Additional NotesCode), (iv) to provide for add Guarantees with respect to the assumption of Notes or to add additional Collateral to secure the Issuers’ obligations to Holders in Notes and the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsNote Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the this Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the text of the Supplemental Indenture Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the Notes to the heading “Description of Notes” section of in the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental 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 other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to issue Exchange Notes to eliminate the effect of any Accounting Change or and related Note Guarantees as provided for in the application thereof as described in Registration Rights Agreement relating to the last paragraph Notes or (xii) to release a Note Guarantor pursuant to the terms of Article 10 of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Special Interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided 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)(to the extent that such subsection applies to the Notes, ); (iiic) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company and/or a Subsidiary Guarantor; provided, however, that the Company shall deliver to the Trustee (vi) an Opinion of Counsel in the United States to the effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation 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 (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal 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; (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental this Indenture of any such Holder, ; (vie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Exchange Additional Notes pursuant to in accordance with the Registration Rights Agreement or to Indenture; (g) comply with the requirements of the SEC as necessary Commission in order to comply with applicable law, effect or maintain the qualification of this Indenture under the TIA; or (viih) to conform the Supplemental text of the Indenture or the Notes to any provision of the “Description of Notes” section in the Offering Memorandum for the Notes dated February 29, 2012 to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers Issuers, the Trustee and the Trustee Collateral Agent may amend or supplement the Supplemental Indenture Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes 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, (iiior in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) to provide for or confirm of the issuance of Additional NotesCode), (iv) to provide for add Guarantees with respect to the assumption of Notes or to add additional Collateral to secure the Issuers’ obligations to Holders in Notes and the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsNote Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the this Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the text of the Supplemental Indenture Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the Notes to the heading “Description of Notes” section of in the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental 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 other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to issue Exchange Notes to eliminate the effect of any Accounting Change or and related Note Guarantees as provided for in the application thereof as described in Registration Rights Agreement relating to the last paragraph Notes or (xii) to release a Note Guarantor pursuant to the terms of Article X of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA or otherwise as necessary to comply with applicable law, law or (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPCircular.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the CH\1921617.11 then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) i curing ambiguities, omissions, mistakes, defects or inconsistencies; providing for the assumption by a successor corporation of the obligations of the Company under the Indenture; adding guarantees with respect to cure the notes; securing the notes; adding to the covenants of the Company for the benefit of the holders or surrendering any ambiguity, mistake, defect right or inconsistency, (ii) 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 provide 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; conforming the provisions of the Indenture and the notes to the “Description of Notes” section in the offering circular; supplementing any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of notes so long as any such action shall not adversely affect the interests of any holder of such series of notes or any other series of debt securities issued thereunder; prohibiting the authentication and delivery of additional series of notes; providing for uncertificated Notes notes in addition to or in place of certificated Notesnotes subject to applicable laws; establishing the form or terms of other debt securities issued under the Indenture and coupons of any series of such other debt securities pursuant to the Indenture 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, including the notes (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make except as required by applicable securities laws); making any change that would provide any additional rights or benefits to the Holders or Indenture that does not adversely affect the legal rights under the Supplemental Indenture of any such Holderholder of any series of debt securities, (vi) to provide for including the issuance notes; securing any series of Exchange Notes debt securities, including the notes; evidencing the acceptance of appointment by a successor trustee; complying with the merger and consolidation provisions pursuant to the Registration Rights Agreement or to comply with Indenture; in the requirements case of the SEC as necessary to comply with applicable lawsubordinated debt securities, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make making any amendment change to the provisions of the Supplemental Indenture or any supplemental indenture relating to subordination that would limit or terminate the Notes benefits available to eliminate 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 effect release of any Accounting Change or in guarantor pursuant to the application thereof as described in the last paragraph terms of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the 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 (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to or the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a NoteNotes, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Notes or the Notes (i) Note Guarantees may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Company’s or such Guarantor’s assets, (v) 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 Supplemental Indenture of any such HolderHolder in any material respect, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture text of the Indenture, the Notes, the Note Guarantees or the Notes Security Documents to any provision of the “Description of Notes” section of the Company’s Offering MemorandumMemorandum dated May 7, 2014, 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 Notes, the Note Guarantees or the Security Documents, which intent may be evidenced by an Officer’s Certificate to that effect, to enter into additional or supplemental Security Documents, to release Collateral or any Guarantor in accordance with the terms of the Indenture and 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 any of the Security Documents, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture, or (viii) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions Notes or to effect the release of the Supplemental Indenture a Guarantor from any its obligations under its Note Guarantee or the Notes Indenture to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPextent permitted thereby.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional NotesNotes or the Exchange Notes pursuant to the Registration Rights Agreement, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the TIA or otherwise as necessary to comply with applicable law, (vii) to make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or premium, if any, or interest or Special Interest, if any, on the Notes or (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, any Note Guarantee 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 (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, any Note Guarantee or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture Indenture, any Note Guarantee or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) 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 adeversely affect any Holder, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company's or Guarantor's obligations to Holders of the Notes by a successor to the Company or a Guarantor in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (v) 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, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary Commission in order to comply effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the Issuance of Additional Notes in accordance with applicable lawthe limitations set forth in the Indenture, (vii) or to conform the Supplemental Indenture or the Notes allow any Guarantor to execute a supplemental indenture to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment Indenture and/or a Note Guarantee with respect to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 (includingNotes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any , and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Inden- ture, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingNotes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteHolder, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Issuer's or any Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (viv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (viv) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the TIA, (vi) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the "Description of the Notes" section of the Offering Memorandum 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 Subsidiary Guarantees or the Notes, (vii) to conform provide for the Supplemental issuance of Additional Notes in accordance with the limitations set forth in the Indenture or the Notes to the “Description of Notes” section as of the Offering MemorandumIssue Date, or (viii) to make allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes or to secure the Notes, or (ix) to issue the Notes or the Exchange Notes. In addition, except as provided in clause (vi) of the preceding sentence, any amendment to the provisions of Article 10 of the Supplemental Indenture or (including the Notes to eliminate definitions of "Senior Debt" and "Designated Senior Debt") that adversely affects the effect rights of any Accounting Change or in the application thereof as described in the last paragraph holder of Senior Debt of the definition Issuer then outstanding requires the consent of “GAAPthe holders of such 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 Notes then outstanding.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, 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 Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, law or (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, (ii) minor or technical nature or to correct a manifest error, to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm comply with the issuance covenant relating to mergers, consolidations and sales of Additional Notesassets, (iv) to provide for the assumption of the Issuers’ Company's or Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Company's assets, (v) to add Guarantees with respect to the Notes or to secure the Notes, to add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any 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 Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the Trust Indenture Act, (vii) to conform evidence and provide for the Supplemental acceptance and appointment under the Indenture or the Notes of a successor trustee pursuant to the “Description requirements thereof, to provide for the issuance of Notes” section exchange or private exchange notes or to provide for the issuance of Additional Notes in accordance with the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or limitations set forth in the application thereof as described in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Subsidiary Guarantees 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 (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Subsidiary Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Global Notes in addition to or in place of certificated Definitive Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company’s or the Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (v) to make any change that would provide any additional rights or benefits to the Holders of the Notes, including providing additional Guarantees, or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary Commission in order to comply effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Additional Notes in accordance with applicable lawthe limitations set forth in the Indenture, (vii) to conform allow any Guarantor to execute a supplemental indenture to the Supplemental Indenture and/or a Subsidiary Guarantee with respect to the Notes, or to release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Notes Indenture (to the “Description of Notes” section of extent permitted by the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPIndenture).”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (iiic) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations of the Company or any Subsidiary Guarantor to Holders in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company and/or a Subsidiary Guarantor, as the case may be, in accordance with Section 5.01 of the Indenture; (vd) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, ; (vie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Exchange Additional Notes pursuant to the Registration Rights Agreement or to comply in accordance with the requirements Indenture; or (g) conform the text of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to any provision of the “Description of Notes” section of the Offering MemorandumMemorandum for the Notes dated June 3, or (viii) to make any amendment 2021, to the provisions extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”Notes. ​

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the 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 Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any , and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers Indenture, the Notes and the Trustee Note Guarantees may amend be amended or supplement the Supplemental Indenture or the Notes (i) supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of either of the Issuers’ or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ such Issuer’s or such Guarantor’s assets, (v) 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 Supplemental Indenture of any such Holder, to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to comply with Section 4.18 of the Indenture, to conform the text of the Indenture, the Notes or the Note Guarantees to any provision of the section of the Offering Circular entitled “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 the Indenture, the Notes, the Note Guarantees or the Security Documents, to evidence and provide for the acceptance of appointment by a successor Trustee (vi) provided that the successor Trustee is otherwise qualified and eligible to act as such under the Indenture or to provide for a successor or replacement Collateral Trustee under the Security Documents), to provide for the issuance of Exchange Additional Notes pursuant in accordance with the Indenture, to make, complete or confirm any grant of Collateral permitted or required by the Registration Rights Agreement Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents, or to comply with grant any Lien for the requirements benefit of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section Holders of the Offering MemorandumNotes. Any amendment to, or (viii) to make any amendment to waiver of, the provisions of the Supplemental Indenture or the Notes to eliminate any Security Document that has the effect of any Accounting Change releasing all or in the application thereof as described in the last paragraph substantially all of the definition Collateral from the Liens securing the Notes will require the consent of “GAAPthe Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (but only to the extent any such consent is required under the Collateral Trust Agreement).”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture , the Note Guarantees 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 (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture , the Note Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingand Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture , the Trustee may amend or supplement the Supplemental Indenture Note Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, (ii) minor or technical nature or to correct a manifest error, to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm comply with the issuance covenant relating to mergers, consolidations and sales of Additional Notesassets, (iv) to provide for the assumption of the Issuers’ Company's or Guarantor's obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ Company's assets, (v) to add Guarantees with respect to the Notes or to secure the Notes, to add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any 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 Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary in order to comply with applicable laweffect or maintain the qualification of the Indenture under the Trust Indenture Act, (vii) to conform evidence and provide for the Supplemental acceptance and appointment under the Indenture or the Notes of a successor trustee pursuant to the “Description of Notes” section of the Offering Memorandumrequirements thereof, or (viii) to make any amendment to provide for the provisions issuance of the Supplemental Indenture exchange or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPprivate exchange notes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture ​ ​ ​ or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes (iiiprovided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to provide for or confirm of the issuance of Additional Notes, Code; (ivc) to provide for the assumption of the Issuers’ obligations of the Company or any Subsidiary Guarantor to Holders of Notes in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company or such Subsidiary Guarantor, as the case may be, in accordance with Section 5.01 of the Indenture; (vd) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental this Indenture of any such Holder, ; (vie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Exchange Additional Notes pursuant to the Registration Rights Agreement or to comply in accordance with the requirements of the SEC as necessary to comply with applicable law, Indenture; or (viig) to conform the Supplemental text of the Indenture or the Notes to any provision of the “Description of Notes” section in the Offering Memorandum for the Notes dated June 3, 2021 to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”Notes. ​

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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 Notes, including Additional Notes, if any then outstanding Notes outstanding, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest interest, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (i) to cure any ambiguity, mistakeomission, defect or inconsistency, ; (ii) to provide for the assumption by a Surviving Person of the obligations of Holdco and the Company under the Indenture; (iii) 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, (iiior in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) to provide for or confirm of the issuance of Additional Notes, Code); (iv) add additional Guarantors with respect to provide for the assumption Notes or release Guarantors from Note Guaranties as provided or permitted by the terms of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, Indenture; (v) secure the Notes, release all or any portion of any security interest, add to the covenants of Holdco or the Company for the benefit of the Holders or surrender any right or power conferred upon Holdco or the Company; (vi) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights of any Holder; (vii) comply with any requirement of the SEC in connection with the qualification of the Indenture under the Supplemental Trust Indenture of any such Holder, Act; or (viviii) to provide for the issuance of Exchange additional Notes pursuant to the Registration Rights Agreement or to comply in accordance with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Supplemental Indenture or Indenture, the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). Any , and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). Without obtaining any necessary consents under the Credit Facility, the Company 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 Holder of a NoteNotes, the Issuers Company, the Guarantors and the Trustee may amend or supplement the Supplemental Indenture Indenture, the Guarantees or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ Company's or a Guarantor's obligations to Holders of the Notes in the case of a merger merger, transfer of assets or consolidation or sale of all or substantially all of the Issuers’ assetsconsolidation, (v) to make any change or provision (i) that would provide any additional rights or benefits to the Holders of the Notes, (ii) that is required to make a Guarantee a binding obligation under state law or (iii) that does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary Commission in order to comply with applicable law, (vii) to conform effect or maintain the Supplemental Indenture or the Notes to the “Description of Notes” section qualification of the Offering Memorandum, Indenture under the TIA or (viii) to make allow any amendment Guarantor to guarantee the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Notes, the 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to Notes, the right of any Holder to bring suit for Note Guarantees or the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Security Documents may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteNotes, the Issuers and Indenture, the Trustee may amend or supplement Notes, the Supplemental Indenture Note Guarantees or the Notes (i) Security Documents may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ an Issuer’s or a Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets in accordance with the Issuers’ assetslimitations set forth in the Indenture, (v) 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 HolderHolder taken as a whole in any material respect, (vi) 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 Exchange Additional Notes pursuant 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 additional Guarantor or to evidence the Registration Rights Agreement or release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the 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 necessary to comply with applicable lawset forth in the Indenture or in any of the Security Documents, (vii) to conform the Supplemental Indenture text of the Indenture, the Note Guarantees, the Notes or any Security Document related to the Notes to any provision of the “Description of the Notes” section of the Issuers’ Final Offering MemorandumMemorandum dated June 8, 2021, relating to the initial offering of the Notes, as provided to the Trustee and the Collateral Trustee in an Officer’s Certificate, 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 (viii) assets, including any of which are required to make any amendment be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the provisions Trustee or the Collateral Trustee in accordance with the terms of the Supplemental Indenture or otherwise, to provide for the Notes to eliminate the effect succession of any Accounting Change 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 application thereof as described in the last paragraph terms of the definition Indenture and the relevant Security Document, to add covenants for the benefit of “GAAPthe 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 Supplemental Indenture Indenture, the Notes, any Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into in accordance with the terms of the Priority Agreement or the Notes Indenture) or any Security Document may be amended or supplemented by the Issuer, the Guarantors and/or the Trustee, as applicable, with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and issued under the Indenture (including, without limitation, consents obtained Additional Notes, if any) voting as a single class and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (other than a continuing Default or Event of Default in connection with a purchase the payment of the principal of, or tender offer or exchange offer forinterest and premium and Additional Amounts, if any, on the Notes). Any existing Default , except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture Indenture, the Notes, any Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into in accordance with the terms of the Priority Agreement or the Notes (other than Indenture) or any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Security Document may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Issuer, the Guarantors and the Trustee may amend or supplement the Supplemental Indenture Indenture, the Notes, any Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into in accordance with the terms of the Priority Agreement or the Notes (iIndenture) or any Security Document to cure any ambiguity, mistakeomission, defect or inconsistency, (ii) ; to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) ; to provide for the assumption by a Successor Company or any other Person formed by or surviving any consolidation, merger, amalgamation or combination that would not violate the provisions of Article 5 of the Issuers’ Issuer’s or a Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsNotes under the Indenture, the Notes, any Note Guarantee, the Priority Agreement (vor any additional intercreditor agreement or priority agreement entered into in accordance with the terms of the Priority Agreement or the Indenture) or any Security Document by a successor to the Issuer or such Guarantor pursuant to Article 5 of the Indenture; to make any change that would provide any additional rights or benefits to the Trustee or the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such HolderHolder under the Indenture, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with extent such change would not violate the requirements provisions of the SEC as necessary to comply with applicable law, Indenture (viiincluding without limitation Section 4.22 of the Indenture) or any secured party under the Security Documents; to conform the Supplemental Indenture text of the Indenture, the Notes, a Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into in accordance with the terms of the Priority Agreement or the Notes Indenture) or any Security Document 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 Notes, a Note Guarantee, the Priority Agreement or (viii) any Security Document; to make provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date hereof; to allow any amendment Guarantor to execute a Supplemental Indenture, Security Document and/or a Note Guarantee with respect to the Notes; to the extent necessary to provide for the granting of a security interest for the benefit of any Person, provided that the granting of such security interest is not prohibited under the Indenture; or to evidence and provide for a successor Trustee as provided for in the Indenture. For the avoidance of doubt, the provisions of the Supplemental Indenture or the Notes articles 86 to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph 94-8 of the definition of “GAAPLuxembourg act dated 10 April 1915 on commercial companies, as amended, shall not apply to this Note.”

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Supplemental Indenture Indenture, the 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 (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, and any existing Default or tender offer or exchange offer for, Notes). Any existing Event of Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to or the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) Subsidiary Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a NoteNotes, the Issuers and Supplemental Indenture, the Trustee may amend or supplement Notes, the Supplemental Indenture Subsidiary Guarantees, the Collateral Trust Agreement or the Notes Note Security Documents may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistency, (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 provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations 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 Issuers’ assetsCompany’s assets pursuant to Article 5 of the Supplemental Indenture, (iv) to add Collateral with respect to any or all of the Notes; (v) 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, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law[reserved], (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions text of the Supplemental Indenture or the Notes to eliminate any provision of the effect “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 Accounting Change 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 application thereof Collateral Trust Agreement, or any joinder thereto; or (xiv) with respect to the Note Security Documents, as described provided in the last paragraph of the definition of “GAAPCollateral Trust Agreement (including to add or replace secured parties).”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, the Supplemental Indenture Indenture, the Guarantees 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 Notes then outstanding Notes (includingoutstanding, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Any and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers and Indenture, the Trustee may amend or supplement the Supplemental Indenture Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency, (ii) to 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, (iiior in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) to provide for or confirm of the issuance of Additional NotesCode), (iv) to provide for the assumption by a successor corporation of the Issuers’ or Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation consolidation, to add Guarantees with respect to the Notes, or sale of all or substantially all to secure the Notes, to add to the covenants of the Issuers’ assetsIssuers or any Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Guarantor, (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental Indenture of any such HolderHolder of the Notes, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements any requirement of the SEC as necessary to comply in connection with applicable law, (vii) to conform the Supplemental qualification of this Indenture under the TIA or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of this Indenture relating to the Supplemental transfer and legending of Notes; provided, however, that (a) compliance with the Indenture or the Notes to eliminate the effect of any Accounting Change or as so amended would not result in the application thereof as described notes being transferred in the last paragraph violation of the definition Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of “GAAPHolders to transfer Notes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed herein) 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 (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers Issuers, the Trustee and the Trustee Collateral Agent may amend or supplement the Supplemental Indenture Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to 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, (iiior in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) to provide for or confirm of the issuance of Additional NotesCode), (iv) to provide for add Guarantees with respect to the assumption of Notes or to add additional Collateral to secure the Issuers’ obligations to Holders in Notes and the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assetsNote Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the this Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the text of the Supplemental Indenture Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the Notes to the heading “Description of Notes” section of in the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental 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 other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to issue Exchange Notes to eliminate the effect of any Accounting Change or and related Note Guarantees as provided for in the application thereof as described in Registration Rights Agreement relating to the last paragraph Notes or (xii) to release a Note Guarantor pursuant to the terms of Article 10 of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Special Interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes (iiiprovided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to provide for or confirm of the issuance of Additional Notes, Code); (ivc) to provide for the assumption of the Issuers’ obligations of the Company to Holders in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company; provided, however, that the Company shall deliver to the Trustee (vi) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation 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 (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or 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; (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental this Indenture of any such Holder, ; (vie) to provide for the issuance of Exchange Additional Notes pursuant to in accordance with the Registration Rights Agreement Indenture; or to (f) comply with the requirements of the SEC as necessary Commission in order to comply with applicable law, (vii) to conform effect or maintain the Supplemental qualification of this Indenture or under the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company 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, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Any , and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or compliance with any provision Event of Default (except a continuing Default or Event of Default (i) in the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest or Special Interest or Additional Amounts, if any, on the Note, on Notes and (ii) in respect of a covenant or after provision which under the scheduled due dates expressed hereinIndenture 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 may be waived, including by way of amendment, waived 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, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes to (ia) to cure any ambiguity, mistake, defect or inconsistency, ; (iib) to 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, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (iiic) to provide for or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger merger, consolidation, or consolidation amalgamation or sale of all or substantially all of the Issuers’ assetsassets of the Company and/or a Subsidiary Guarantor; PROVIDED, HOWEVER, that the Company shall deliver to the Trustee (vi) an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation 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 (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or 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; (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Supplemental this Indenture of any such Holder, ; (vie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Exchange Additional Notes pursuant to in accordance with the Registration Rights Agreement Indenture; or to (g) comply with the requirements of the SEC as necessary Commission in order to comply with applicable law, (vii) to conform effect or maintain the Supplemental qualification of this Indenture or under the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”