Common use of Amendment; Supplement; Waiver Clause in Contracts

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or the Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities Securities, the Subsidiary Guarantees, the Collateral Documents or the Guarantees Intercreditor Agreement may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities Securities, the Subsidiary Guarantees, the Collateral Documents or the Guarantees Intercreditor Agreement to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV or Article X of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors Guarantees with respect to the Securities, including to release Subsidiary Guarantors, Guarantors upon their designation as Unrestricted Subsidiaries or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is otherwise in accordance with the Indenture, to secure the Securities or Securities, to release Liens in favor of the GuaranteesCollateral Agent in the Collateral as provided under the collateral release provisions, to add additional covenants of the Parent GuarantorCompany, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power rights and powers conferred on the Parent Guarantor, the Issuer or a Subsidiary GuarantorCompany, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any SecurityholderSecurityholder or, to evidence and provide for in the appointment case of a successor Trustee the Intercreditor Agreement, that does not adversely affect the rights of any Securityholder in any material respect, or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureExchange Securities.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, to or in place of, of certificated Securities, to comply with Article IV or Section 10.2 in respect of the assumption by a Successor Company of an obligation of the Company or the assumption by a successor Person of the obligations of any Subsidiary Guarantor under this Indenture, to add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities, to make any change that would provide any additional rights or benefits to the Holders of the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on upon the Parent Guarantor, Company or that does not adversely affect the Issuer or a Subsidiary Guarantorrights under the Indenture of any such Holder, to comply with any requirement of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the ActTIA, to make any change that does not adversely affect provide for the rights issuance of any Securityholder, the Exchange Securities or to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureTrustee.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture or the Securities or the Guarantees of any series may be amended or supplemented by the Issuer, the Guarantors and the Trustee one or more supplemental indentures may be entered into with the written consent of the Holders of at least a majority in principal amount outstanding of the then outstanding Securities of each series affected by such amendment or supplemental indenture and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision in any series may be waived with the written consent of the Holders of a majority in principal amount outstanding of the then outstanding SecuritiesSecurities of such series. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder of the Notes or any other series of Securities, the Issuer, the Guarantors Issuer and the Trustee may amend enter into one or supplement more amendments or indentures supplemental to the IndentureIndenture for, among others, one or more of the Securities or the Guarantees following purposes: (i) to cure any ambiguity, omission, defect, mistake defect or inconsistency, ; (ii) to comply with Article IV 5 or Section 4.10 of the Indenture, ; (iii) to provide for uncertificated Securities in addition to, to or in place of, of certificated Securities, ; (iv) to add Guarantors Guarantees with respect to the Securities, including Subsidiary GuarantorsSecurities of any series, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate to remove such Subsidiary GuaranteeGuarantees, provided that when permitted by the release and termination is in accordance with terms of the Indenture, Indenture or to secure (or provide additional security for) the Securities or of any series; (v) to establish any form of Security and provide for the Guaranteesissuance of Securities in series and to set forth the terms thereof, and/or to add to the rights of the holders of the Securities of any series; (vi) to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right rights or power powers conferred on the Parent Guarantor, Issuer; (vii) to evidence and provide for the Issuer acceptance of appointment by another corporation as a successor Trustee under the Indenture with respect to one or a Subsidiary Guarantor, more series of Securities and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee; (viii) to add any additional Events of Default in respect of Securities of any series; (ix) to provide for the issuance of Securities in coupon as well as fully registered form; (x) to comply with any requirement requirements of the SEC Commission in connection with qualifying the qualification of the Indenture under the Act, TIA or to otherwise comply with the TIA; or (xi) to make any change that does not adversely affect the rights of any Securityholder, Holder of the Securities of any series. A consent to evidence and provide for the appointment any amendment or waiver of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth any provision in the IndentureIndenture or in the Securities of any series by any Holder given in connection with a tender of such Holder's Securities shall not be rendered invalid by such tender.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or Notes, the Guarantees and the Collateral Documents may be amended or supplemented by the IssuerCompany, the Guarantors and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities Notes and (ii) any default (other than with respect to nonpayment of interest or premium on, or the principal of the Notes or in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected, or in certain cases described in the Indenture and the Collateral Documents, the consent of Holders of at least 75% in aggregate principal amount of the Notes then outstanding) or noncompliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding SecuritiesNotes. Subject to the requirements of and certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Guarantors Trustee and the Trustee Guarantors (with respect to its Guarantee) may amend or supplement the Indenture, the Securities Notes, the Guarantees or the Guarantees Collateral Documents: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, ; (2) to provide for uncertificated Securities Notes in addition to, to or in place of, of certificated Securities, Notes; (3) to add Guarantors with respect to provide for the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants assumption of the Parent Guarantor, the Issuer Company’s or a Subsidiary Guarantor for Guarantor’s obligations to Holders of Notes and Guarantees in the benefit case of a merger or consolidation or sale of all or substantially all of the Holders Company’s or to surrender any right or power conferred on the Parent such Guarantor’s assets, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, as applicable; (4) 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 hereunder or under the Notes, the Guarantees and the Collateral Documents of any Securityholdersuch Holder; (5) to conform the text of the Indenture, Guarantees, the Notes or the Collateral Documents to evidence and provide for any provision of the appointment “Description of a successor Trustee or the Secured Notes” section of the Offering Memorandum; (6) to provide for the issuance of Additional Securities Notes in accordance with the limitations set forth in the Indenture as of the date hereof; (7) to allow any Guarantor to execute a supplemental indenture substantially in the form of Exhibit B to the Indenture and/or a Guarantee with respect to the Notes; (8) to add any additional obligors under the Indenture, the Notes or the Guarantees; (9) to secure any Additional First Lien Indebtedness or Additional Secured Indebtedness permitted to be incurred under the Indenture pursuant to the Collateral Documents and to appropriately include the same in the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement; (10) to add additional Collateral to secure the Notes; (11) to comply with the provisions under Section 4.01 of the Indenture; and (12) to evidence and provide for the acceptance of an appointment by a successor Trustee.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or the Guarantees may be amended or supplemented by the Issuer, the Subsidiary Guarantors and the Trustee with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without Without the consent of any Securityholder, the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Subsidiary Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture, Indenture or any series of securities under the Securities or Indenture (including the Guarantees Notes) may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the securities of such series then outstanding Securities and (iib) any default (other than with respect to nonpayment existing Default under, or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance compliance with any provision of, the Indenture may be waived with the written consent of the Holders of a majority in principal amount of the securities of such series then outstanding Securitiesoutstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may shall be entitled to amend or supplement the Indenture, the Securities Guarantees or the Guarantees Notes to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, or to provide for uncertificated Securities Notes in addition to, to or in place ofof Definitive Notes, certificated Securities, or to add Guarantors with respect provide for the assumption of the Company’s or any Subsidiary Guarantor’s obligations to the Securities, including Subsidiary GuarantorsHolders in the case of a merger or acquisition, or to release a any Subsidiary Guarantor from any of its Subsidiary obligations under its Guarantee and terminate such Subsidiary Guarantee, provided that or the release and termination is in accordance with Indenture (to the extent permitted by the Indenture), to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that would provide any additional rights or benefits (including the addition of collateral) to the Holders of Notes or that does not adversely affect in any material respect the legal rights under the Indenture of any Securityholdersuch Holder, or to evidence comply with SEC rules and provide for regulations or changes to applicable law, or to conform the appointment text of a successor Trustee the Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Final Offering Memorandum, or to provide for the issuance of Additional Securities Notes in accordance with the limitations set forth in the IndentureIndenture as of the Issue Date, or to allow any Subsidiary Guarantor to execute a supplemental indenture or a Guarantee with respect to the Notes, or to comply with the rules of any applicable securities depositary.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities Securities, the Subsidiary Guarantees, the Collateral Documents or the Guarantees Intercreditor Agreement may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities Securities, the Subsidiary Guarantees, the Collateral Documents or the Guarantees Intercreditor Agreement to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV or Article X of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors Guarantees with respect to the Securities, including to release Subsidiary Guarantors, Guarantors upon their designation as Unrestricted Subsidiaries or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is otherwise in accordance with the Indenture, to secure the Securities or Securities, to release Liens in favor of the GuaranteesCollateral Agent in the Collateral as provided under the collateral release provisions, to add additional covenants of the Parent GuarantorCompany, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power rights and powers conferred on the Parent Guarantor, the Issuer or a Subsidiary GuarantorCompany, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any SecurityholderSecurityholder or, in the case of the Intercreditor Agreement, that does not adversely affect the rights of any Securityholder in any material respect, to evidence and provide for the issuance of Exchange Securities, to provide for the appointment of a successor Trustee trustee or to provide for conform the issuance text of Additional the Indenture, the Securities in accordance with limitations set forth or the Subsidiary Guarantees to any provision under the heading “Description of notes” in the Offering Memorandum to the extent that such provision in the Offering Memorandum is intended to be a verbatim recitation of a provision of the Indenture, the Securities or the Subsidiary Guarantees.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities Notes, the Note Guarantees, the Collateral Documents or the Guarantees Intercreditor Agreement may be amended or supplemented by the IssuerCompany, the Guarantors and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities Notes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affectedHolder affected or, in certain cases described in the Indenture, the Collateral Documents and the Intercreditor Agreement, the consent of Holders of 66 2/3% in aggregate principal amount of the Notes) or noncompliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Trustee and, other than with respect to clause (8) below, the Guarantors and the Trustee may amend or supplement the Indenture, the Securities Notes, the Note Guarantees, the Collateral Documents or the Guarantees Intercreditor Agreement (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, ; (2) to provide for uncertificated Securities Notes in addition to, to or in place ofof certificated Notes; (3) to provide for the assumption of Holdings’, certificated Securities, the Company’s or a Guarantor’s obligations to add Guarantors with respect Holders of Notes and Note Guarantees by a successor to the Securities, including Subsidiary Guarantors, Company or release a Subsidiary such Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with pursuant to Article IV or X of the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, ; (4) 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 hereunder or under the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement of any Securityholdersuch Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (6) to conform the text of the Indenture, Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, to evidence and provide for the appointment extent that such provision in that “Description of Notes” section was intended to be a verbatim recitation of a successor Trustee provision of the Indenture, the Notes or the Note Guarantees; (7) to provide for the issuance of Additional Securities Notes in accordance with the limitations set forth in the Indenture as of the date hereof; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (9) to add additional Collateral to secure the Notes; or (10) to release Liens in favor of the Collateral Agent in the Collateral as provided in Section 11.6 of the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indentureexceptions, the Securities Indenture or the Guarantees Securities may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for securities) of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities outstanding, and (ii) any default existing Default under, or compliance with any provision of, the Indenture may be waived (other than with respect to nonpayment any continuing Default or Event of Default in respect the payment of a provision that cannot be amended without the written consent of each Securityholder affectedprincipal amount of, premium, if any, or interest on the Securities) or noncompliance with any provision may be waived with the consent (which may include consents obtained in connection with a tender offer or exchange offer for securities) of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securitiesoutstanding. Subject to certain exceptions set forth in the Indenture, without Without the consent of any SecurityholderHolder, the Issuer, the Guarantors and the Trustee parties thereto may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to to, among other things, cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, to or in place of, of certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth the Indenture, to provide for the assumption of the Company’s obligations to Holders in the case of a merger or acquisition, to cause the Collateral Agent to enter into additional or supplemental Collateral Documents, to release the Notes Collateral and enter into non-disturbance and access agreements and to grant Liens on the Notes Collateral for the benefit of Specified Counterparties and of the Holders of Additional Securities, in each case when permitted or required by the Indenture or the Collateral Documents, or make any other change that does not materially adversely affect the rights of any Holder of a Security. Without the consent of each Holder affected, the Company and the Trustee may not: (i) change the principal amount of the Securities; (ii) reduce the rate or change the time of payment of interest, including default interest, on any Security; (iii) reduce the principal amount of any Security; (iv) change the Final Maturity Date of any Security, affect the terms of any scheduled payment of interest on or principal of the Securities, or alter the redemption provisions contained in the Indenture or the Securities in any manner adverse to any Holder; (v) make any change in the provisions of the Indenture protecting the right to each Holder to receive payment of principal of and interest on such Security on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of the Securities to waive Defaults or Events of Default; (vi) make any changes to certain provisions of the Indenture in respect of waiver of past defaults, rights of Holders to receive payment or the right of Holders to consent to certain changes in the Indenture; (vii) make the principal of, or the interest on any Security payable in money other than as provided for in the Indenture, the Securities and the Guarantees as in effect on the Issue Date; (viii) make any changes in the provisions in the Indenture relating to Change of Control or in the Company’s obligations to make a Net Proceeds Offer or Excess Cash Flow Offer or the definitions related thereto that could adversely affect the rights of any holder of the Securities; (ix) take any action that would subordinate the Securities or the Guarantees to any other Indebtedness of the Company or the Indebtedness of any of the Subsidiaries, respectively, or otherwise affect the ranking of the Securities or the Guarantees; or (x) reduce the percentage of Holders necessary to consent to an amendment, supplement or waiver to the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or the Subsidiary Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Subsidiary Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Subsidiary Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Company for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor, to make any change that does not adversely affect the rights of any Securityholder, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Trust Indenture Act, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with the limitations set forth in the Indenture, to evidence or provide for the appointment of a successor Trustee or to conform the text of the Indenture, the Securities or the Subsidiary Guarantees to any provision of this “Description of notes” contained in the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or the Subsidiary Guarantees may be amended or supplemented by the IssuerIssuers, the Subsidiary Guarantors and the Trustee with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Subsidiary Guarantees to cure any ambiguity, omission, defect, mistake or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Subsidiary Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Subsidiary Guarantees, to add additional covenants of the Parent GuarantorCompany, the Issuer Issuers or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent GuarantorCompany, the Issuer Issuers or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, or to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureTrustee.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities Indenture or the Guarantees Notes may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the written consent of the Holders holders of at least a majority in aggregate principal amount of the outstanding Notes and (ii) any past default or compliance with any provisions may be waived with the written consent of the holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholderholder, the IssuerIssuers, the Guarantors Trustee and the Trustee Notes Collateral Agent may amend or supplement the Indenture, the Securities Notes, the Subsidiary Guarantees, the Security Documents or the Guarantees Intercreditor Agreements (i) to cure any ambiguity, omission, defectmistake, mistake defect or inconsistency; (ii) to provide for the assumption by a Successor Holdco (with respect to an Issuer) of the obligations of an Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture, its Subsidiary Guarantee and the Security Documents; (iv) to comply with Article IV 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; (v) to conform the text of the Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or any Intercreditor Agreement to provide for uncertificated Securities any provision of the “Description of Notes” in addition tothe Offering Memorandum to the extent that such provision in the Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or such Intercreditor Agreement was intended by the Issuers to be verbatim recitation of a provision in place ofthe “Description of Notes” in the Offering Memorandum, certificated Securities, as stated in an Officers’ Certificate; (vi) to add Guarantors a Subsidiary Guarantee or collateral with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the IndentureNotes, to secure the Securities or Notes; (vii) to release Collateral as permitted by the Guarantees, Indenture and the Intercreditor Agreements; (viii) to add additional secured creditors holding Other Pari Passu Lien Obligations, First-Priority Lien Obligations, other obligations secured by a Lien on the Collateral that is senior in priority to the Notes Obligations or other Junior Lien Obligations, so long as such obligations are not prohibited by the Indenture or the Security Documents; (ix) to add to the covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Issuers for the benefit of the Holders holders or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer or a Subsidiary Guarantor, Issuers; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of the Indenture under the Act, TIA (if the Issuers elect to qualify the Indenture under the TIA); (xi) to make any change that does not adversely affect the rights of any Securityholder, holder; or (xii) to evidence and provide for make certain changes to the appointment of a successor Trustee or Indenture to provide for the issuance of Additional Securities Notes. In addition, the Intercreditor Agreements may be amended (except with respect to the rights, duties, protections, privileges, powers, immunities and indemnities of the Trustee or the Notes Collateral Agent)without the consent of any holder or the Trustee in accordance connection with limitations set forth in the Indenturepermitted entry into the Intercreditor Agreements of any class of additional secured creditors holding Other Pari Passu Lien Obligations, First-Priority Lien Obligations or Junior Lien Obligations to effectuate such entry into the Intercreditor Agreements and to make the lien of such class equal and ratable with, as applicable, the lien of the First-Priority Lien Obligations, the Other Pari Passu Lien Obligations or the Junior Lien Obligations.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities Securities, the Subsidiary Guarantees, the Collateral Documents or the Guarantees Intercreditor Agreement may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities Securities, the Subsidiary Guarantees, the Collateral Documents or the Guarantees Intercreditor Agreement to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV or Article X of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors Guarantees with respect to the Securities, including to release Subsidiary Guarantors, Guarantors upon their designation as Unrestricted Subsidiaries or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is otherwise in accordance with the Indenture, to secure the Securities or Securities, to release Liens in favor of the GuaranteesCollateral Agent in the Collateral as provided under the collateral release provisions, to add additional covenants of the Parent GuarantorCompany, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power rights and powers conferred on the Parent Guarantor, the Issuer or a Subsidiary GuarantorCompany, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any SecurityholderSecurityholder or, in the case of the Intercreditor Agreement, that does not adversely affect the rights of any Securityholder in any material respect, to evidence and provide for the issuance of Exchange Securities, to provide for the appointment of a successor Trustee trustee or to provide for conform the issuance text of Additional the Indenture, the Securities in accordance with limitations set forth or the Subsidiary Guarantee to any provision under the heading “Description of notes” in the Offering Memorandum to the extent that such provision in the Offering Memorandum is intended to be a verbatim recitation of a provision of the Indenture, the Securities or the Subsidiary Guarantees.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indentureexceptions, (i) the Indenture, the Securities Guarantee or the Guarantees Securities may be amended or supplemented by the Issuer, the Guarantors and the Trustee Issuer with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any past default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance compliance with any provision relating to the Securities may be waived in a particular instance with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without Without the consent of any SecurityholderHolder, the Issuer, the Guarantors and the Trustee Issuer may amend or supplement the Indenture, the Securities Guarantee or the Guarantees Securities to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV (provided such action does not adversely affect the rights of the IndentureHolders), to provide for uncertificated Securities in addition to, evidence the succession of another Person to the Issuer or in place of, certificated Securitiesany Guarantor, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor of the Guarantors under Article Four of the Indenture for the benefit of the Holders or to surrender any right rights or power powers conferred on the Parent Guarantor, upon the Issuer or the Guarantors by the Indenture, to add Events of Default for the benefit of the Holders, to change or eliminate any provisions of the Indenture, (provided such change or elimination shall become effective only when none of the Securities are outstanding), to add Guarantors, to provide for the acceptance of appointment by a Subsidiary successor Trustee or facilitate the administration of the trusts under the Indenture by more than one Trustee, to close the Indenture as to authentication and delivery of additional Securities, to supplement Indenture provisions to permit or facilitate defeasance and discharge of the Securities, (provided such action does not adversely affect the rights of the Holders), to provide that specific Indenture provisions shall not apply to an unissued Series of Securities, to provide for uncertificated Securities in addition to or in place of certificated Securities, to create a Series and establish its terms, to remove a Guarantor, to comply other than the Company, which, in accordance with any requirement the terms of the SEC Indenture, ceases to be liable in connection with qualifying 4 If applicable. Insert different or additional denominations and multiples. respect of the Indenture under the ActGuarantee, or to make any change that other change, (provided such action does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureHolder).

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or Notes and the Guarantees may be amended or supplemented by the IssuerCompany, the Guarantors and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities Notes and (ii) any default (other than with respect to nonpayment of interest or premium on, or the principal of the Notes or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) Holder affected or noncompliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding SecuritiesNotes. Subject to the requirements of and certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Guarantors Trustee and the Trustee Guarantors (with respect to its Guarantee) may amend or supplement the Indenture, the Securities or Notes, and the Guarantees Guarantees: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, ; (2) to provide for uncertificated Securities Notes in addition to, to or in place of, of certificated Securities, Notes; (3) to add Guarantors with respect to provide for the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants assumption of the Parent Guarantor, the Issuer Company’s or a Subsidiary Guarantor for Guarantor’s obligations to Holders of Notes and Guarantees in the benefit case of a merger or consolidation or sale of all or substantially all of the Holders Company’s or to surrender any right or power conferred on the Parent such Guarantor’s assets, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, as applicable; (4) 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 hereunder or under the Notes and the Guarantees of any Securityholdersuch Holder; (5) to conform the text of the Indenture, Guarantees or the Notes to evidence and provide for any provision of the appointment “Description of a successor Trustee or the Notes” section of the Offering Memorandum; (6) to provide for the issuance of Additional Securities Notes in accordance with the limitations set forth in the Indenture as of the date hereof; (7) to allow any Guarantor to execute a supplemental indenture substantially in the form of Exhibit B to the Indenture and/or a Guarantee with respect to the Notes; (8) to add any additional obligors under the Indenture, the Notes or the Guarantees; (9) to add collateral to secure the Notes; (10) to comply with the provisions under Section 4.01 of the Indenture; and (11) to evidence and provide for the acceptance of an appointment by a successor Trustee.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or the Subsidiary Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Subsidiary Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Subsidiary Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Company for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor, to make any change that does not adversely affect the rights of any Securityholder, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Trust Indenture Act, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with the limitations set forth in the Indenture, to evidence or provide for the appointment of a successor Trustee or to conform the text of the Indenture, the Securities or the Subsidiary Guarantees to any provision of the “Description of notes” contained in the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture or the Securities or the Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, to or in place of, of certificated Securities, to provide for any supplemental indenture required pursuant to Section 3.12, to comply with Article IV or Article X in respect of the assumption by a Successor Company of an obligation of the Company or any Subsidiary Guarantor under this Indenture, to add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from upon its designation as an Unrestricted Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is or otherwise in accordance with the Indenture, to secure the Securities, to make any change that would provide any additional rights or benefits to the holders of the Securities or that does not materially adversely affect the Guarantees, to add additional covenants legal rights under the Indenture of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, such holder; to comply with any requirement of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the ActTIA, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureExchange Securities.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or Notes and the Guarantees may be amended or supplemented by the IssuerCompany, the Guarantors and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities Notes and (ii) any default (other than with respect to nonpayment of interest or premium on, or the principal of the Notes or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) Holder affected or noncompliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding SecuritiesNotes. Subject to the requirements of and certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Guarantors Trustee and the Trustee Guarantors (with respect to its Guarantee) may amend or supplement the Indenture, the Securities or Notes, the Guarantees Guarantees: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, ; (2) to provide for uncertificated Securities Notes in addition to, to or in place of, of certificated Securities, Notes; (3) to add Guarantors with respect to provide for the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants assumption of the Parent Guarantor, the Issuer Company’s or a Subsidiary Guarantor for Guarantor’s obligations to Holders of Notes and Guarantees in the benefit case of a merger or consolidation or sale of all or substantially all of the Holders Company’s or to surrender any right or power conferred on the Parent such Guarantor’s assets, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, as applicable; (4) 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 hereunder or under the Notes and the Guarantees of any Securityholdersuch Holder; (5) to conform the text of the Indenture, Guarantees or the Notes to evidence and provide for any provision of the appointment “Description of a successor Trustee or the Notes” section of the Offering Memorandum; (6) to provide for the issuance of Additional Securities Notes in accordance with the limitations set forth in the Indenture as of the date hereof; (7) to allow any Guarantor to execute a supplemental indenture substantially in the form of Exhibit B to the Indenture and/or a Guarantee with respect to the Notes; (8) to add any additional obligors under the Indenture, the Notes or the Guarantees; (9) to add collateral to secure the Notes; (10) to comply with the provisions under Section 4.01 of the Indenture; (11) to evidence and provide for the acceptance of an appointment by a successor Trustee; and (12) to provide for the issuance of the Exchange Notes as provided for in the Indenture and the Registration Rights Agreement.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indentureexceptions, the Securities Indenture or the Guarantees Notes may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities Notes, and (ii) any existing default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without Without the consent of any SecurityholderHolder, the Issuer, the Guarantors Company and the Trustee may amend or supplement the Indenture, the Securities Indenture or the Guarantees to Notes to: cure any ambiguity, omission, defect, mistake defect or inconsistency; provide for uncertificated Notes in addition to or in place of certificated Notes; provide for the assumption of the Company's or any Subsidiary Guarantor's Obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's or such Subsidiary Guarantor's assets pursuant to the provisions of Section 5.01, to comply with Article IV 4.20(B) or 4.22 of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, ; to make any change that would provide any additional benefit or rights to the Holders or that does not adversely affect the legal rights hereunder of any Securityholder, such Holder; to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; to comply with Sections 4.20(C) (release of Subsidiary Guarantees) and 4.22 (Additional Subsidiary Guarantors) of the Indenture; evidence and provide for the acceptance of appointment of by a successor Trustee or to Trustee; provide for the issuance of Additional Securities Notes in accordance with the limitations set forth in the IndentureIndenture as of the date thereof; or allow any Subsidiary of the Company or any of its Subsidiaries to execute a supplemental indenture to become a Subsidiary Guarantor or to execute a Subsidiary Guarantee with respect to the Notes.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or Securities, the Guarantees Collateral Documents, the Intercreditor Agreement and any Note Guarantee may be amended or supplemented by the IssuerCompany, the Note Guarantors and the Initial Holder or, if a Trustee has been appointed, with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 6.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Initial Holder or, if a Trustee has been appointed, the Holders of a majority in principal amount of the then outstanding Securities and except as otherwise set forth in the Indenture, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Note Guarantors and the Initial Holder or the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV ; provide for the assumption by a successor corporation of the obligations of the Company or any Note Guarantor under the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to ; add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from upon its Subsidiary Guarantee and terminate such Subsidiary Guaranteedesignation as an Unrestricted Subsidiary; provided, provided however, that the release and termination designation is in accordance with the applicable provisions of the Indenture, to ; secure the Securities or with additional Collateral; add to the Guarantees, to add additional covenants of the Parent Guarantor, Company and the Issuer or a Subsidiary Guarantor Restricted Subsidiaries for the benefit of the Holders or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Restricted Subsidiary; make any change that does not adversely affect the rights of any SecurityholderHolder; release a Note Guarantor from its obligations under its Note Guarantee or the Indenture in accordance with the applicable provisions of the Indenture; release Liens in favor of the Collateral Agent in the Collateral, to evidence and as provided under Section 11.7 or otherwise in accordance with this Indenture, the Collateral Documents or the Intercreditor Agreement; provide for the appointment of a successor Trustee trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture; or conform the text of the Indenture, the Securities or the Note Guarantees to provide for any provision of the issuance “Description of Additional Securities in accordance with limitations set forth senior secured notes” section of the Offering Memorandum to the extent that such provision in the “Description of senior secured notes” was intended to apply to the Securities and was intended to be a verbatim recitation of a provision of the Indenture, the Securities or the Note Guarantees; or make any change to the subordination provisions of Article X or Section 11.5 of the Indenture or any other subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a holder of Guarantor Senior Indebtedness (or any Representative thereof) under such subordination provisions.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indentureexceptions, the Indenture and the Securities or the Guarantees and any Guarantee may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities outstanding, and (ii) any default (other than with respect to nonpayment existing Default or in respect Event of a provision that cannot be amended without the written consent of each Securityholder affected) Default or noncompliance compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Securitiesoutstanding. Subject From time to certain exceptions set forth in time, the IndentureIssuer, the Guarantors and the Trustee, without the consent of the Holders, may amend the Indenture, the Intercreditor Agreement and the Security Documents to cure ambiguities, defects or inconsistencies, and to add Guarantees, to release the Noteholder Secured Parties’ Lien with respect to Collateral in accordance with the terms and conditions of the Indenture and the Security Documents or similar provisions, so long as such change does not, in the good faith determination of the Issuer’s Board of Directors, adversely affect the rights of any Securityholderof the Holders of the Securities in any material respect. In addition, without the consent of the Holders of the Securities, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Securities or Security Documents and the Guarantees to cure any ambiguity, omission, defect, mistake or inconsistency, to comply with Article IV of the Indenture, Intercreditor Agreement to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release of Collateral from the Lien of the Indenture and termination is in accordance with the Security Documents when permitted or required by the Security Documents, the Intercreditor Agreement or the Indenture, to secure any Other Pari Passu Lien Obligations under the Security Documents and to appropriately include the same in the Intercreditor Agreement, to modify the Intercreditor Agreement to allow for Liens on the Notes Collateral which secure Indebtedness secured by Liens with Junior Lien Priority that are senior to the Liens on the Notes Collateral which secure the ABL Obligations, so long as such Liens with Junior Lien Priority are junior to the Liens securing the Securities or to the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations extent set forth in the definition of “Junior Lien Priority” (or to include such Indebtedness secured by Liens with Junior Lien Priority in the Intercreditor Agreement) or to conform the Indenture, the Security Documents or the Intercreditor Agreement to the “Description of the Notes” contained in the Offering Circular.

Amendment; Supplement; Waiver. Subject to certain exceptions and limitations set forth below and in the Indenture, (i) Section 9.02 of the Indenture, the Securities or the Guarantees Indenture may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the consent of the Holders of at least not less than a majority in aggregate principal amount of the then outstanding Outstanding Securities of each series affected by such supplemental indenture, and (ii) any past default under the Indenture with respect to the Notes, and its consequences, may be waived (other than with respect to nonpayment a default in the payment of the principal of (or premium, if any) or interest on the Notes or in respect of a covenant or provision that of the Indenture which under Article Nine thereof cannot be modified or amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the consent of the Holder of each Outstanding Note) by the Holders of not less than a majority in aggregate principal amount of the then outstanding Securities. Subject to certain exceptions set forth Outstanding Notes in accordance with the terms of the Indenture, without . Without the consent of any SecurityholderHolder, the Issuer, the Guarantors Company and the Trustee may amend or supplement the Indenture, the Securities or the Guarantees Indenture (i) to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply in each case which shall not be inconsistent with Article IV the provisions of the Indenture, to provide for uncertificated Indenture and which shall not adversely affect the interest of the Holders of any Securities in addition toany material respect; (ii) to evidence the assumption by a successor Person of the obligations of the Company under the Indenture and this Note; (iii) to permit the issuance of Notes in uncertificated form, or provided any such action shall not adversely affect the interest of the Holders of any Securities in place of, certificated Securities, any material respect; (iv) to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Company for the benefit of the Holders of the Notes or Holders of other series of Securities, or to surrender any right or power conferred by the Indenture upon the Company; (v) to add to, delete from or revise the conditions, limitations and restrictions on the Parent Guarantorauthorized amount, terms or purpose of issue, authentication and delivery of Securities as set forth in the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, Indenture; (vi) to evidence and provide for the acceptance of appointment of 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 shall be necessary to provide for or facilitate the issuance administration of Additional Securities in accordance with limitations set forth in the trusts thereunder by more than one Trustee, pursuant to the requirements of the Indenture; or (vii) to conform the text of the Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s prospectus supplement dated March 15, 2016, or the “Description of Debt Securities” section of the Company’s base prospectus dated November 20, 2015, to the extent that such provisions were intended to be a verbatim recitation of the Indenture or the Notes. A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities under the Indenture, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the Indenture of the Holders of Securities of any other series.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indentureexceptions, (i) the Indenture, the Securities or Notes, the Note Guarantees and the Collateral Documents may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities outstanding, and (ii) any default (other than with respect to nonpayment existing Default or in respect Event of a provision that cannot be amended without the written consent of each Securityholder affected) Default or noncompliance with any provision of the Indenture, the Notes, the Note Guarantees or the Collateral Documents may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Securitiesoutstanding. Subject to certain exceptions set forth in the Indenture, without the Without consent of any SecurityholderHolder, the Issuer, the Guarantors and the Trustee parties thereto may amend or supplement the Indenture, the Securities Notes, the Note Guarantees or the Guarantees Collateral Documents to (i) cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to (ii) provide for uncertificated Securities Notes in addition to, to or in place ofof certificated Notes, certificated Securities, to add Guarantors with respect to (iii) provide for the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants assumption of the Parent Guarantor, the Issuer Company’s or a Subsidiary Guarantor for Guarantor’s obligations to Holders of Notes and Note Guarantees in the benefit case of a merger or consolidation or sale of all or substantially all of the Holders Company’s or to surrender any right or power conferred on the Parent such Guarantor’s assets, the Issuer or a Subsidiary Guarantoras applicable, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to (iv) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any Securityholdersuch Holder, (v) comply with requirements of the SEC in order to evidence and provide for effect or maintain the appointment qualification of the Indenture under the Trust Indenture Act, (vi) conform the text of the Indenture, the Note Guarantees, the Notes or the Collateral Documents to any provision of the Description of Notes section of the Offering Memorandum to the extent that such provision in the Description of Notes section of the Offering Memorandum was intended to be a recitation of a successor Trustee or to provision thereof, as evidenced by an Officers’ Certificate, (vii) provide for the issuance of Additional Securities Notes in accordance with the limitations set forth in the Indenture, (viii) evidence and provide for the acceptance and appointment of a successor Trustee under the Indenture pursuant to the requirements thereof, (ix) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to release a Guarantor from its Note Guarantee in accordance with the terms of the Indenture or (x) make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Collateral Documents or any release of Collateral that becomes effective as set forth in the Indenture or in the Collateral Documents.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or and the Guarantees Collateral Documents and any Subsidiary Guarantee may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 6.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities and except as otherwise set forth in the Indenture, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to to: cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to ; provide for uncertificated Securities in addition toto or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in place of, certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate manner such Subsidiary Guarantee, provided that the release and termination is uncertificated Securities are described in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants Section 163(f)(2)(B) of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Code); provide for the benefit assumption of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer Company’s or a Subsidiary Guarantor’s obligations to Holders of Securities and Subsidiary Guarantees under the Indenture, to comply with any requirement the Securities, the Subsidiary Guarantees and the Collateral Documents in the case of a merger or consolidation or sale of all or substantially all of the SEC in connection with qualifying the Indenture under the ActCompany’s or such Subsidiary Guarantor’s assets, to as applicable; make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights of any Securityholdersuch Holder under the Indenture, to evidence and provide for the appointment of a successor Trustee Securities, the Subsidiary Guarantees or to the Collateral Documents; (5) provide for the issuance of Additional Securities in accordance with limitations the provisions set forth in the Indenture; evidence and provide for the acceptance of an appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture; conform the text of the Indenture, the Securities, the Subsidiary Guarantees or the Collateral Documents to any provision of the “Description of notes” to the extent that such provision in the “Description of notes” was intended to be a verbatim recitation of a provision of the Indenture, the Securities, the Subsidiary Guarantees or the Collateral Documents; release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee, the Securities or the Indenture in accordance with the applicable provisions of the Indenture; add Subsidiary Guarantees with respect to the Securities; add additional Collateral to secure the Securities; release Liens in favor of the Collateral Agent in the Collateral as provided in Section 11.8; comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; comply with the rules of any applicable securities depositary; or provide for the accession or succession of any parties to the Collateral 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 or action that is not prohibited by the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 6.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV ; provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities in addition toto or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in place of, certificated Securities, to a manner such that the uncertificated Securities are described in Section 163(f) (2) (B) of the Code); add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from upon its designation as an Unrestricted Subsidiary Guarantee and terminate such Subsidiary Guarantee(provided, provided however, that the release and termination designation is in accordance with the applicable provisions of the Indenture, to ); secure the Securities or Securities; add to the Guarantees, to add additional covenants of the Parent Guarantor, Company and the Issuer or a Subsidiary Guarantor Restricted Subsidiaries for the benefit of the Holders or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Restricted Subsidiary; make any change that does not adversely affect the rights of any SecurityholderHolder; comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; provide for the issuance of the Exchange Securities which shall have terms substantially identical in all respects to the Initial Securities or the Additional Securities, to evidence as the case may be (except that the transfer restrictions contained in the Initial Securities or the Additional Securities, as the case may be, shall be modified or eliminated as appropriate), and which shall be treated, together with any outstanding Initial Securities or Additional Securities, as a single class of securities; release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or the Indenture in accordance with the applicable provisions of this Indenture; provide for the appointment of a successor Trustee trustee (provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture); conform the text of the Indenture or the Securities to provide for any provision of the issuance section entitled “Description of Additional Securities in accordance with limitations set forth notes” in the Offering Memorandum to the extent such provision in was intended to be a verbatim recitation of a provision of the Indenture or the Securities; make any amendment to the provisions of the Indenture relating to the transfer and legending of the Securities, as permitted by the Indenture; or make any change to the subordination provisions of Article X or Article XII of the Indenture or any other subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a holder of Guarantor Senior Indebtedness (or any Representative thereof) under such subordination provisions.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture or the Securities or the Guarantees may be amended or supplemented by the IssuerCompany, the Securities Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Securities Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, to or in place of, of certificated Securities, to comply with Article IV or Article X in respect of the assumption by a Successor Company of an obligation of the Company or any Securities Guarantor under this Indenture, to add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Securities Guarantor upon its designation as an Unrestricted Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is or otherwise in accordance with the Indenture, to secure the Securities, to make any change that would provide any additional rights or benefits to the Holders of the Securities or that does not materially adversely affect the Guarantees, to add additional covenants legal rights under the Indenture of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, such Holder; to comply with any requirement of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the ActTIA, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureExchange Securities.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the IssuerIssuers, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 6.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV ; provide for the assumption by a successor corporation of the obligations of the Issuers or any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities in addition toto or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in place of, certificated Securities, to a manner such that the uncertificated Securities are described in Section 163(f) (2) (B) of the Code); add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from upon its designation as an Unrestricted Subsidiary Guarantee and terminate such Subsidiary Guarantee(provided, provided however, that the release and termination designation is in accordance with the applicable provisions of the Indenture, to ); secure the Securities or Securities; add to the Guarantees, to add additional covenants of the Parent Guarantor, Issuers and the Issuer or a Subsidiary Guarantor Restricted Subsidiaries for the benefit of the Holders or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer Issuers or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Restricted Subsidiary; make any change that does not adversely affect the rights of any SecurityholderHolder; comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; provide for the issuance of the Exchange Securities which shall have terms substantially identical in all respects to the Initial Securities or the Additional Securities, to evidence as the case may be (except that the transfer restrictions contained in the Initial Securities or the Additional Securities, as the case may be, shall be modified or eliminated as appropriate), and which shall be treated, together with any outstanding Initial Securities or Additional Securities, as a single class of securities; release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or the Indenture in accordance with the applicable provisions of the Indenture; provide for the appointment of a successor Trustee trustee (provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture); make any change necessary to conform the Indenture to the Description of the Notes in the Offering Memorandum; or to provide for the issuance of Additional Securities in accordance with limitations set forth in the provisions of the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, the Company and the Trustee may amend or supplement this Indenture, the Notes, the Collateral Documents and the Indenture Subordination Agreement without the consent of any Holder: (i1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s obligations to Holders of Notes by a successor to the Company pursuant to a sale of all or substantially all of the assets of the Company; (4) 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 hereunder or under the Notes, the Collateral Documents and the Indenture Subordination Agreement of any such Holder; (5) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Disclosure Statement, to the extent that such provision in that “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture or the Notes; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (7) to subordinate all rights to payment under the Notes and all Liens in favor of the Collateral Agent in the Collateral to the rights of any lender or lenders of Senior Debt pursuant to the terms and conditions of an Indenture Subordination Agreement, including Replacement Senior Debt; (8) to add additional Collateral to secure the Notes; or (9) to release Liens in favor of the Collateral Agent in the Collateral as provided in Section 11.6 of the Indenture. Except as provided below in this Section 10, the Company and the Trustee may amend or supplement the Indenture, the Securities or the Guarantees may be amended or supplemented by the IssuerNotes, the Guarantors Collateral Documents and the Trustee Indenture Subordination Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities Notes (including, without limitation, Additional Notes, if any) voting as a single class and, subject to Sections 6.4 and (ii) 6.7 of the Indenture, any default existing Default or Event of Default (other than with respect to nonpayment a Default or Event of Default arising in respect the payment of the principal of, or premium (if any) on, the Notes, except a provision payment default resulting from an acceleration that cannot be amended without the written consent of each Securityholder affectedhas been rescinded) or noncompliance compliance with any provision of the Indenture, the Notes, the Collateral Documents or the Indenture Subordination Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding SecuritiesNotes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Subject Without the consent of each Holder of Notes affected, an amendment, supplement or waiver under this Section 10 may not (with respect to certain exceptions set forth 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 or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes; (3) reduce the rate of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or premium, 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 Section 6.4 or 6.7 of the Indenture; (7) waive a redemption payment with respect to any Note; or (8) make any change in the preceding amendment and waiver provisions. In addition, without the consent of any Securityholder, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee majority in aggregate principal amount of Notes then outstanding, an amendment, supplement or to provide for the issuance of Additional Securities in accordance with limitations set forth in the Indenture.waiver may not:

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities Indenture or the Guarantees Notes may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities outstanding, and (ii) any default (other than with respect to nonpayment past Default or in respect Event of a provision that cannot be amended without the written consent of each Securityholder affected) Default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Securitiesoutstanding. Subject Without notice to certain exceptions set forth in the Indenture, without the or consent of any SecurityholderHolder, the Issuer, the Guarantors and the Trustee parties thereto may amend or supplement the Indenture, the Securities Indenture or the Guarantees to Notes to, among other things, cure any ambiguity, omission, defect, mistake defect or inconsistency, provide for the assumption by a successor issuer or guarantor of the obligations of the Issuer, the Guarantors or the Subordinated Guarantor under the Indenture, provide for uncertificated Notes in addition to or in place of certificated Notes, comply with any requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA or comply with Article IV V of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors guarantees with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the IndentureNotes, to secure the Securities Notes or to provide for the release of any Guarantor or the GuaranteesSubordinated Guarantor from its obligations under the Guarantee and the Subordinated Guarantee if permitted, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement Holder of the SEC in connection with qualifying the Indenture under the Act, to Notes or make any other change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment Holder of a successor Trustee or Note and to provide for conform the issuance text of Additional Securities in accordance with limitations set forth in the Indenture, the Guarantees and the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the Notes. An amendment to the Indenture may not make any change that adversely affects the rights of any holder of Subordinated Guarantor Senior Indebtedness then outstanding without the prior written consent of the requisite holders of such Subordinated Guarantor Senior Indebtedness or their representatives.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indentureexceptions, (i) the Indenture, the Securities or Securities, any Note Guarantee and the Guarantees Security Documents may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities outstanding, and (ii) any default (other than with respect to nonpayment existing Default or in respect Event of a provision that cannot be amended without the written consent of each Securityholder affected) Default or noncompliance compliance with any provision may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securitiesoutstanding. Subject Without notice to certain exceptions set forth in the Indenture, without the or consent of any SecurityholderHolder, the Issuer, the Guarantors and the Trustee parties thereto may amend or supplement the Indenture, the Securities or Securities, the Note Guarantees to and the Security Documents to, among other things, cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities and any Note Guarantee in addition to, to or in place of, certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the of Physical Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement requirements of the SEC Commission in connection with qualifying the qualification of the Indenture under the ActTIA, to or make any other change that does not materially and adversely affect the rights of any SecurityholderHolder of a Security. In addition, the Trustee and the Joint Collateral Agent shall be permitted and authorized, without the consent of any Holder, to evidence enter into any amendments to the Security Documents (other than the Escrow Agreement) or the Indenture to permit, and provide take any other necessary action to permit, the creation and perfection of Liens on the Collateral (other than the Escrow Account and the escrowed funds held therein) for the appointment benefit of a successor Trustee holders of Parity Lien Indebtedness to the extent such indebtedness and the Parity Liens securing such indebtedness is permitted by the terms of the Indenture and the Security Documents; provided, however that no amendment or supplement to provide for the issuance provisions of Additional Securities in accordance the Indenture or the Security Documents governing the sharing of Collateral with limitations set forth in Parity Liens may be made unless such amendment or supplement is permitted under Section 11.4 of the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities Securities, the Security Documents or the Subsidiary Guarantees may be amended or supplemented by the IssuerIssuers, the Subsidiary Guarantors and the Trustee and Collateral Agent, if applicable with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerIssuers, Subsidiary Guarantors, the Guarantors Trustee and the Trustee Collateral Agent, if applicable, may amend or supplement the Indenture, the Securities Securities, the Security Documents or the Subsidiary Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV or Article X of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to comply with the rules of DTC, to add Subsidiary Guarantors with respect to the Securities, including to release Subsidiary Guarantors, Guarantors upon their designation as Unrestricted Subsidiaries or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is otherwise in accordance with the Indenture, to secure the Securities make, complete or the Guaranteesconfirm any grant of Collateral or any release of Collateral, to add additional covenants of the Parent GuarantorIssuers or Events of Default, the Issuer or a Subsidiary Guarantor for the benefit of to make changes that would provide additional rights to the Holders or to surrender any right or power rights and powers conferred on the Parent GuarantorIssuers, to make any change that does not adversely affect the Issuer rights of any Securityholder (including to make any covenant or a Subsidiary Guarantorevent of default more restrictive than those in the Indenture), to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholderenter into additional or supplemental Security Documents, to release Collateral, to evidence and provide for the appointment of a successor Trustee or trustee, to provide for the issuance of Additional Securities in accordance with limitations set forth Securities, to conform the text of the Indenture, the Securities, the Security Documents or the Subsidiary Guarantee to any provision under the heading “Description of notes” in the Offer to Exchange and Disclosure Statement to the extent that such provision in the Offer to Exchange and Disclosure Statement is intended to be a verbatim recitation of a provision of the Indenture, the Securities, the Security Documents or the Subsidiary Guarantees, to make any amendment to the provisions of the Indenture relating to the transfer and legending of Securities as permitted by the Indenture, to add the Guarantee of a direct parent of the Company with respect to the Securities, to secure any Senior Lien Obligations under the Security Documents and to appropriately include the same in the Junior Priority Lien Intercreditor Agreement or to secure any Parity Lien Debt under the Security Documents and to appropriately include the same in the Junior Priority Lien Intercreditor Agreement.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 7.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities and except as otherwise set forth in the Indenture, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Subsidiary Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV ; provide for the assumption by a successor corporation of the obligations of the Company under the Indenture or the assumption by a successor corporation, partnership or limited liability company of the obligations of any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities in addition toto or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in place of, certificated Securities, to a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that or the release and termination is Indenture in accordance with the applicable provisions of the Indenture, to ; secure the Securities Securities, the Subsidiary Guarantees or any other Guarantees of the Guarantees, Securities; add to add additional the covenants of the Parent Guarantor, Company or the Issuer or a Subsidiary Guarantor Restricted Subsidiaries for the benefit of the Holders holders or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Restricted Subsidiary; make any change that does not adversely affect the rights of any Securityholder, to evidence and Holder; comply with any requirement of the SEC in connection with the qualification of the Indenture under the Act; provide for the appointment of a successor Trustee; provided that the successor Trustee or is otherwise qualified and eligible to act as such under the terms of the Indenture; provide for the issuance of Additional Exchange Securities in accordance with limitations the provisions set forth in the Indenture; or conform the text of the Indenture, the Securities or the Subsidiary Guarantees to any provision under “Description of notes” in the Offering Memorandum to the extent that such provision in “Description of notes” was intended to be a verbatim recitation of a provision of the Indenture, the Securities or the Subsidiary Guarantees.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or the Guarantees Collateral Documents may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Guarantees Collateral Documents to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV or Article X of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors guarantees with respect to the Securities, including to release Subsidiary Guarantors, Guarantors upon their designation as Unrestricted Subsidiaries or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is otherwise in accordance with the Indenture, to secure the Securities or Securities, to release Liens in favor of the GuaranteesTrustee in the Collateral as provided under the Collateral release provisions, to add additional covenants of the Parent GuarantorCompany, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power rights and powers conferred on the Parent Guarantor, the Issuer or a Subsidiary GuarantorCompany, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not materially adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureExchange Securities.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indentureexceptions, (i) the Indenture, the Securities Guarantee or the Guarantees Securities may be amended or supplemented by the Issuer, the Guarantors and the Trustee Issuer with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any past default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance compliance with any provision relating to the Securities may be waived in a particular instance with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without Without the consent of any SecurityholderHolder, the Issuer, the Guarantors and the Trustee Issuer may amend or supplement the Indenture, the Securities Guarantee or the Guarantees Securities to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV (provided such action does not adversely affect the rights of the IndentureHolders), to provide for uncertificated Securities in addition to, evidence the succession of another Person to the Issuer or in place of, certificated Securitiesany Guarantor, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor of the Guarantors under Article Four of the Indenture for the benefit of the Holders or to surrender any right rights or power powers conferred on the Parent Guarantor, upon the Issuer or the Guarantors by the Indenture, to add Events of Default for the benefit of the Holders, to change or eliminate any provisions of the Indenture, (provided such change or elimination shall become effective only when none of the Securities are outstanding), to add Guarantors, to provide for the acceptance of appointment by a Subsidiary successor Trustee or facilitate the administration of the trusts under the Indenture by more than one Trustee, to close the Indenture as to authentication and delivery of additional Securities, to supplement Indenture provisions to permit or facilitate defeasance and discharge of the Securities, (provided such action does not adversely affect the rights of the Holders), to provide that specific Indenture provisions shall not apply to an unissued Series of Securities, to provide for uncertificated Securities in addition to or in place of certificated Securities, to create a Series and establish its terms, to remove a Guarantor, to comply other than the Company, which, in accordance with any requirement the terms of the SEC Indenture, ceases to be liable in connection with qualifying respect of the Indenture under the ActGuarantee, or to make any change that other change, (provided such action does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureHolder).

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or Notes, the Guarantees may be amended or supplemented by the IssuerCompany, the Guarantors and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities Notes and (ii) any default (other than with respect to nonpayment of interest or premium on, or the principal of the Notes or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) Holder affected or noncompliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding SecuritiesNotes. Subject to the requirements of and certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Guarantors Trustee and the Trustee Guarantors (with respect to its Guarantee) may amend or supplement the Indenture, the Securities Notes or the Guarantees Guarantees: (1) to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, ; (2) to provide for uncertificated Securities Notes in addition to, to or in place of, of certificated Securities, Notes; (3) to add Guarantors with respect to provide for the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants assumption of the Parent Guarantor, the Issuer Company’s or a Subsidiary Guarantor for Guarantor’s obligations to Holders of Notes and Guarantees in the benefit case of a merger or consolidation or sale of all or substantially all of the Holders Company’s or to surrender any right or power conferred on the Parent such Guarantor’s assets, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, as applicable; (4) 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 hereunder or under the Notes and the Guarantees of any Securityholdersuch Holder; (5) to conform the text of the Indenture, Guarantees or the Notes to evidence and provide for any provision of the appointment “Description of a successor Trustee or the Notes” section of the Offering Memorandum (6) to provide for the issuance of Additional Securities Notes in accordance with the limitations set forth in the Indenture as of the date hereof; (7) to allow any Guarantor to execute a supplemental indenture substantially in the form of Exhibit B to the Indenture and/or a Guarantee with respect to the Notes; (8) to add any additional obligors under the Indenture, the Notes or the Guarantees; (9) to add Collateral to secure the Notes; (10) to comply with the provisions under Section 4.01 of the Indenture; (11) to evidence and provide for the acceptance of an appointment by a successor Trustee; ad (12) to provide for the issuance of the Exchange Notes as provided for in the Indenture and the Registration Rights Agreement.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth So long as an amendment, modification, waiver or supplement does not, in the Indentureopinion of the Trustee, (i) and, if such amendment, modification, waiver or supplement relates to any Collateral Agreement, the Collateral Agent, adversely affect the rights of any of the Holders in any material respect, the Company, any Foreign Grantors, the Trustee and, if such amendment, modification, waiver or supplement relates to any Collateral Agreement, the Collateral Agent, may from time to time amend, modify, waive or supplement the Indenture, the Securities Notes, the Guarantees, the Registration Rights Agreement, and the Collateral Agreements, without consent of any Holder to, among other things, cure any ambiguity, defect or inconsistency; provide for uncertified Notes in addition to or in place of certified Notes; provide for the assumption of the Company's or a Guarantor's obligations to Holders in connection with a merger, consolidation or sale of assets; 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 such Holder under the Indenture, the Notes, the Guarantees, the Registration Rights Agreement or the Guarantees may be amended Collateral Agreements; comply with requirements of the SEC in order to effect or supplemented maintain the qualification of the Indenture under the TIA; allow any Subsidiary or any other Person to guarantee the Notes; release a Guarantor as permitted by the IssuerIndenture and the relevant Guarantee; or add or release Collateral as permitted under the terms of the Indenture or Collateral Agreements. In formulating its opinion on such matters, each of the Trustee and, if such amendment, modification, waiver or supplement relates to any Collateral Agreement, the Guarantors and the Trustee with the Collateral Agent, will be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of Counsel. Without consent of each Holder affected thereby, no amendment, modification, waiver or supplement may, among other things, reduce the Holders of at least a majority in principal amount of Notes whose Holders must consent to an amendment, supplement or waiver of any provision of the then outstanding Securities and (ii) Indenture or the Notes; reduce the rate of or change the time for payment of interest, default interest or Additional Interest, if any, on any default Notes; reduce the principal of or change the fixed maturity of any Notes, the redemption date or reduce the redemption price (other than any advance notice requirement with respect to nonpayment or any redemption of the Notes); make any Notes payable in respect of a provision money other than that cannot be amended without stated in the written consent Notes; change the right of each Securityholder affected) Holder to receive payment of principal of, premium, if any, interest and Additional Interest, if any, or noncompliance with any provision may be waived with the consent of the to bring suit to enforce such payment, permit Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; amend, change or modify in any material respect the obligation of the Company to make and consummate an Excess Cash Flow Offer, a Change of Control Offer or to effect any Net Proceeds Offer; or subordinate the Notes or any Guarantee in right of a payment to, or the Liens granted under the Collateral Agreements to any Lien on all or substantially all of the Collateral. Without the consent of Holders of 66 2/3% of the then outstanding Securities. Subject to certain exceptions set forth in Notes issued under the Indenture, without the consent no amendment shall release any Guarantor from any of any Securityholder, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Securities its obligations under its Guarantee or the Guarantees to cure any ambiguity, omission, defect, mistake or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is Indenture otherwise than in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants term of the Parent Guarantor, the Issuer Indenture; or a Subsidiary Guarantor for the benefit release all or substantially all of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities Collateral otherwise than in accordance with limitations set forth in the Indentureterms of the Indenture and the Collateral Agreements.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indentureexceptions, (i) the Indenture, the Securities or Notes, the Guarantees Guarantees, the Intercreditor Agreement (subject to the additional consent of the parties thereto) may be amended or supplemented with authorization by a Board Resolution and the IssuerTrustee, the Guarantors and Security Trustee or the Trustee Collateral Agent, as applicable, together with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the Notes, the Guarantees and the Intercreditor Agreement (ii) any default (other than with respect subject to nonpayment or in respect of a provision that cannot be amended without the written additional consent of each Securityholder affectedthe parties thereto) or noncompliance with and any provision Collateral Document may be waived with the written consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the IndentureNotes (including, without the limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without consent of any SecurityholderHolder, the IssuerIssuers, the Guarantors and the Trustee may amend amend, modify, waive or supplement the Indenture, the Securities or Notes and the Guarantees to to, among other things (as provided in the Indenture), cure any ambiguity, omissionmistake, defect, mistake defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, comply with Article IV the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, conform the text of the Indenture, the Note Guarantees, the Collateral Documents or the Notes to provide for uncertificated Securities any provision of the “Description of Notes” set forth in addition tothe Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees, or in place ofthe Notes, certificated Securitieswhich intent may be evidenced by an Officers’ Certificate to that effect, to add Guarantors with respect enter into additional or supplemental Collateral Documents, to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is Collateral in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants terms of the Parent Guarantor, Indenture and the Issuer Collateral Documents or a Subsidiary Guarantor for the benefit of make any change that would provide any additional rights or benefits to the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the legal rights under the Indenture of any Securityholder, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the Indenturesuch holder.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees Notes may be amended or supplemented by the IssuerCompany, the any Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities Notes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the any Subsidiary Guarantors and the Trustee may amend or supplement the Indenture and the Notes to (each of which are more specially described in the Indenture, the Securities or the Guarantees to ): cure any ambiguity, omission, defect, mistake defect or inconsistency, to ; comply with Article IV Four of the Second Supplemental Indenture in respect of the assumption by a Successor Company of the obligations of the Company or the assumption by a successor Person of the obligations of any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities Notes in addition to, to or in place of, of certificated Securities, to Notes; add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that or the release and termination is Indenture in accordance with the applicable provisions of the Indenture, to ; secure the Securities or Notes; add to the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Company for the benefit of the Holders of the Notes or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Company; make any change that does not adversely affect the rights of any SecurityholderHolder of Notes; comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA; or conform the text of the Indenture, the Notes or the Subsidiary Guarantees to evidence and provide for any provision of the appointment “Description of notes” contained in the Prospectus Supplement to the extent that such provision in the “Description of notes” contained in the Prospectus Supplement is intended to be a verbatim recitation of a successor Trustee or to provide for the issuance provision of Additional Securities in accordance with limitations set forth in the Indenture, the Notes or the Subsidiary Guarantees.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 6.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV ; provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities in addition to, to or in place of, of certificated Securities, to Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code); add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from upon its designation as an Unrestricted Subsidiary Guarantee and terminate such Subsidiary Guarantee(provided, provided however, that the release and termination designation is in accordance with the applicable provisions of the Indenture, to ); secure the Securities or Securities; add to the Guarantees, to add additional covenants of the Parent Guarantor, Company and the Issuer or a Subsidiary Guarantor Restricted Subsidiaries for the benefit of the Holders or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Restricted Subsidiary; make any change that does not adversely affect the rights of any SecurityholderHolder; comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; provide for the issuance of the Exchange Securities which shall have terms substantially identical in all respects to the Initial Securities or the Additional Securities, to evidence as the case may be (except that the transfer restrictions contained in the Initial Securities or the Additional Securities, as the case may be, shall be modified or eliminated as appropriate), and which shall be treated, together with any outstanding Initial Securities or Additional Securities, as a single class of securities; release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or the Indenture in accordance with the applicable provisions of this Indenture; provide for the appointment of a successor Trustee trustee (provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture); conform the text of the Indenture or the Securities to provide for any provision of the issuance section entitled “Description of Additional Securities in accordance with limitations set forth notes” in the Offering Memorandum to the extent such provision in was intended to be a verbatim recitation of a provision of the Indenture or the Securities; make any amendment to the provisions of the Indenture relating to the transfer and legending of the Securities, as permitted by the Indenture; or make any change to the subordination provisions of Article X or Article XII of the Indenture or any other subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a holder of Guarantor Senior Indebtedness (or any Representative thereof) under such subordination provisions.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indentureexceptions, (i) the Indenture, the Securities Notes or the Note Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Securities Notes including Additional Notes, if any, voting as a single class, and (ii) any default (other than with respect to nonpayment existing Default or in respect Event of a provision that cannot be amended without the written consent of each Securityholder affected) Default or noncompliance compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding SecuritiesNotes including Additional Notes, if any, voting as a single class. Subject to certain exceptions set forth in the Indenture, without Without the consent of any SecurityholderHolder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Securities Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities Notes in addition to, to or in place of, of certificated SecuritiesNotes, to add Guarantors with respect provide for the assumption of any Issuer's or a Guarantor's obligations to Holders of the Securities, including Subsidiary Guarantors, Notes and Note Guarantees by a successor to such Issuer or release a Subsidiary such Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with pursuant to the Indenture, to secure make any change that would provide any additional rights or benefits to the Securities Holders of the Notes or that does not adversely affect the Guaranteeslegal rights under the Indenture of any Holder, to comply with the requirements of the SEC in connection with the qualification of the Indenture under the TIA, to evidence and provide for the acceptance of an appointment by a successor Trustee, to add additional to the covenants of the Parent Guarantor, the Issuer Company or a any Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred on the Parent Guarantor, the upon an Issuer or a Subsidiary any Guarantor, to comply with any requirement conform the text of the SEC Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in connection with qualifying the Indenture under the Act, that “Description of Notes” was intended to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment be a verbatim recitation of a successor Trustee provision of the Indenture, the Notes or the Note Guarantees, to provide for the issuance of Additional Securities Notes in accordance with the limitations set forth in the Indenture, to provide for any Guarantee of the Notes, to secure the Notes or to confirm, to evidence the release or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture and to amend the provisions of the Indenture relating to the transfer and legending of the Notes.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees Notes may be amended or supplemented by the IssuerCompany, the any Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities Notes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the any Subsidiary Guarantors and the Trustee may amend or supplement the Indenture and the Notes to (each of which are more specially described in the Indenture, the Securities or the Guarantees to ): cure any ambiguity, omission, defect, mistake defect or inconsistency, to ; comply with Article IV Four of the Third Supplemental Indenture in respect of the assumption by a Successor Company of the obligations of the Company or the assumption by a successor Person of the obligations of any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities Notes in addition to, to or in place of, of certificated Securities, to Notes; add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that or the release and termination is Indenture in accordance with the applicable provisions of the Indenture, to ; secure the Securities or Notes; add to the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Company for the benefit of the Holders of the Notes or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Company; make any change that does not adversely affect the rights of any SecurityholderHolder of Notes; comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA; or conform the text of the Indenture, the Notes or the Subsidiary Guarantees to evidence and provide for any provision of the appointment “Description of notes” contained in the Prospectus Supplement to the extent that such provision in the “Description of notes” contained in the Prospectus Supplement is intended to be a verbatim recitation of a successor Trustee or to provide for the issuance provision of Additional Securities in accordance with limitations set forth in the Indenture, the Notes or the Subsidiary Guarantees.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, to or in place of, of certificated Securities, to comply with Article IV in respect of the assumption by a Successor Company of an obligation of the Company or the assumption by a successor Person of the obligations of any Subsidiary Guarantor under this Indenture, to add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities, to make any change that would provide any additional rights or benefits to the Holders of the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on upon the Parent Guarantor, Company and its Restricted Subsidiaries or that does not adversely affect the Issuer or a Subsidiary Guarantorrights under the Indenture of any such Holder, to comply with any requirement of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the ActTIA, to provide for the issuance of the Exchange Securities, make any change to the subordination provisions that does not adversely affect the rights limits or eliminates benefits available to any holder of any Securityholder, Senior Indebtedness or Guarantor Senior Indebtedness or to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureTrustee.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture, Indenture or any Notes under the Securities or the Guarantees Indenture may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Securities and (iib) any default (other than with respect to nonpayment existing Default under, or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance compliance with any provision of, the Indenture may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding Securitiesoutstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Guarantors and the Trustee may shall be entitled to amend or supplement the Indenture, the Securities Guarantees or the Guarantees Notes to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, or to provide for uncertificated Securities Notes in addition to, to or in place ofof Definitive Notes, certificated Securities, or to add Guarantors with respect provide for the assumption of the Company’s or any Guarantor’s obligations to the Securities, including Subsidiary GuarantorsHolders in the case of a merger or acquisition, or to release a Subsidiary any Guarantor from any of its Subsidiary obligations under its Guarantee and terminate such Subsidiary Guarantee, provided that or the release and termination is in accordance with Indenture (to the extent permitted by the Indenture), to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that would provide any additional rights or benefits (including the addition of collateral) to the Holders of Notes or that does not adversely affect in any material respect the legal rights under the Indenture of any Securityholdersuch Holder, or to evidence comply with SEC rules and provide for regulations or changes to applicable law, or to conform the appointment text of a successor Trustee the Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, or to provide for the issuance of Additional Securities Notes in accordance with the limitations set forth in the IndentureIndenture as of the Issue Date, or to allow any Guarantor to execute a supplemental indenture or a Guarantee with respect to the Notes, or to comply with the rules of any applicable securities depositary.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the Issuer, the Guarantors Company and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 7.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities and except as otherwise set forth in the Indenture, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Guarantors Subsidiary Guarantors, if any, and the Trustee may amend or supplement the Indenture, the Securities or the Subsidiary Guarantees (if applicable) to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV ; provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities in addition toto or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in place of, certificated Securities, to a manner such that the uncertificated Securities are described in Section 163(f) (2) (B) of the Code); add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that or the release and termination is Indenture in accordance with the applicable provisions of the Indenture, to ; secure the Securities or Securities; add to the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Company for the benefit of the Holders holders or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Company; make any change that does not adversely affect the rights of any Securityholder, to evidence and Holder; comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; provide for the appointment of a successor Trustee; provided that the successor Trustee or is otherwise qualified and eligible to act as such under the terms of this Indenture; provide for the issuance of Additional Securities or Exchange Securities in accordance with limitations the provisions set forth in the Indenture; or conform the text of the Indenture, the Securities or the Subsidiary Guarantees, if any, to any provision under “Description of notes” in the Offering Memorandum to the extent that such provision in “Description of notes” was intended to be a verbatim recitation of a provision of the Indenture, the Securities or the Subsidiary Guarantees, if any.

Amendment; Supplement; Waiver. Subject to The Indenture permits, with certain exceptions set forth in the Indenture, (i) the Indentureas therein provided, the Securities or the Guarantees may be amended or supplemented by the Issuer, the Guarantors amendment thereof and the Trustee with modification of the consent rights and obligations of the Partnership and the rights of the Holders of the securities of all series affected under the Indenture at least a majority in principal amount of any time by the then outstanding Securities Partnership and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived Trustee with the consent of the Holders of a majority in principal amount of the then securities of all series at the time outstanding Securitiesaffected thereby (voting as one class). Subject The Indenture contains provisions permitting the Holders of not less than a majority in principal amount of the securities of all series at the time outstanding with respect to which a default under the Indenture shall have occurred and be continuing (voting as one class), on behalf of the Holders of the securities of all such series, to waive, with certain exceptions set forth exceptions, such past default with respect to all such series and its consequences. The Indenture also permits the Holders of not less than a majority in principal amount of the securities of each series at the time outstanding, on behalf of the Holders of all securities of such series, to waive compliance by the Partnership with certain provisions of the Indenture, without . Any such consent or waiver by the consent Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any SecurityholderSecurity issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the Issuer, the Guarantors and the Trustee may amend or supplement provisions of the Indenture, the Securities or Holder of this Security shall not have the Guarantees right to cure institute any ambiguity, omission, defect, mistake or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors proceeding with respect to the Securities, including Subsidiary Guarantors, Indenture or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, to evidence and provide for the appointment of a successor receiver or trustee or for any other remedy thereunder unless such Holder shall have previously given the Trustee or written notice of a continuing Event of Default with respect to provide the Securities of this series, the Holders of not less than 33% in principal amount of the Securities of this series at the time outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the issuance enforcement of Additional Securities in accordance with limitations set forth in any payment of principal hereof or any premium or interest hereon on or after the Indenturerespective due dates expressed herein.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 6.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV ; provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities in addition toto or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in place of, certificated Securities, to a manner such that the uncertificated Securities are described in Section 163(f) (2) (B) of the Code); add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from upon its designation as an Unrestricted Subsidiary Guarantee and terminate such Subsidiary Guarantee(provided, provided however that the release and termination designation is in accordance with the applicable provisions of the Indenture, to ); secure the Securities or Securities; add to the Guarantees, to add additional covenants of the Parent Guarantor, Company and the Issuer or a Subsidiary Guarantor Restricted Subsidiaries for the benefit of the Holders or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Restricted Subsidiary; make any change that does not adversely affect the rights of any SecurityholderHolder; comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; provide for the issuance of the Exchange Securities which shall have terms substantially identical in all respects to the Initial Securities or the Additional Securities, to evidence as the case may be (except that the transfer restrictions contained in the Initial Securities or the Additional Securities, as the case may be, shall be modified or eliminated as appropriate), and which shall be treated, together with any outstanding Initial Securities or Additional Securities, as a single class of securities; release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or the Indenture in accordance with the applicable provisions of this Indenture; provide for the appointment of a successor Trustee or trustee (provided that the successor trustee is otherwise qualified and eligible to provide for act as such under the issuance terms of Additional Securities in accordance with limitations set forth in the Indenture); or make any change to the subordination provisions of Article X or Article XII of the Indenture or any other subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a holder of Guarantor Senior Indebtedness (or any Representative thereof) under such subordination provisions.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, to or in place of, of certificated Securities, to comply with Article IV or Section 10.2 in respect of the assumption by a Successor Company of an obligation of the Company or the assumption by a successor Person of the obligations of any Subsidiary Guarantor under this Indenture, to add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from upon its designation as an Unrestricted Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities, to make any change that would provide any additional rights or benefits to the Holders of the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on upon the Parent Guarantor, Company or that does not adversely affect the Issuer or a Subsidiary Guarantorrights under the Indenture of any such Holder, to comply with any requirement of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the ActTIA, to make any change that does not adversely affect provide for the rights issuance of any Securityholder, the Exchange Securities or to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureTrustee.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or the Subsidiary Guarantees may be amended or supplemented by the IssuerIssuers, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Subsidiary Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV or Article X of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to comply with the rules of DTC, to add Subsidiary Guarantors with respect to the Securities, including to secure the Securities, to release Subsidiary Guarantors, Guarantors upon their designation as Unrestricted Subsidiaries or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is otherwise in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent GuarantorIssuers or Events of Default, the Issuer or a Subsidiary Guarantor for the benefit of to make changes that would provide additional rights to the Holders or to surrender any right or power rights and powers conferred on the Parent Guarantor, the Issuer or a Subsidiary GuarantorIssuers, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, to provide for the issuance of Additional Securities and of Exchange Securities or private exchange securities, to evidence and provide for the appointment of a successor Trustee trustee, to make any amendment to the provisions of the Indenture relating to the transfer and legending of Securities as permitted by the Indenture or to provide for conform the issuance text of Additional the Indenture, the Securities in accordance with limitations set forth or the Subsidiary Guarantee to any provision under the heading “Description of notes” in the Offering Memorandum to the extent that such provision in the Offering Memorandum is intended to be a verbatim recitation of a provision of the Indenture, the Securities or the Subsidiary Guarantees.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors (if any) and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, to or in place of, of certificated Securities, to comply with Article IV in respect of the assumption by a Successor Company of an obligation of the Company or the assumption by a successor Person of the obligations of any Subsidiary Guarantor under this Indenture, to add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities, to make any change that would provide any additional rights or benefits to the Holders of the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on upon the Parent Guarantor, Company and its Restricted Subsidiaries or that does not adversely affect the Issuer or a Subsidiary Guarantorrights under the Indenture of any such Holder, to comply with any requirement of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the ActTIA, to provide for the issuance of the Exchange Securities, make any change to the subordination provisions that does not adversely affect the rights limits or eliminates benefits available to any holder of any Securityholder, Senior Indebtedness or Guarantor Senior Indebtedness or to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the IndentureTrustee.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees Notes may be amended or supplemented by the IssuerCompany, the any Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities Notes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the any Subsidiary Guarantors and the Trustee may amend or supplement the Indenture and the Notes to (each of which are more specially described in the Indenture, the Securities or the Guarantees to ): cure any ambiguity, omission, defect, mistake defect or inconsistency, to ; comply with Article IV Four of the First Supplemental Indenture in respect of the assumption by a Successor Company of the obligations of the Company or the assumption by a successor Person of the obligations of any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities Notes in addition to, to or in place of, of certificated Securities, to Notes; add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that or the release and termination is Indenture in accordance with the applicable provisions of the Indenture, to ; secure the Securities or Notes; add to the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Company for the benefit of the Holders of the Notes or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Company; make any change that does not adversely affect the rights of any SecurityholderHolder of Notes; comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA; or conform the text of the Indenture, the Notes or the Subsidiary Guarantees to evidence and provide for any provision of the appointment “Description of notes” contained in the Prospectus Supplement to the extent that such provision in the “Description of notes” contained in the Prospectus Supplement is intended to be a verbatim recitation of a successor Trustee or to provide for the issuance provision of Additional Securities in accordance with limitations set forth in the Indenture, the Notes or the Subsidiary Guarantees.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the Issuer, the Guarantors Company and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 7.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities and except as otherwise set forth in the Indenture, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Subsidiary Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV ; provide for the assumption by a successor corporation of the obligations of the Company under the Indenture or the assumption by a successor corporation, partnership or limited liability company of any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities in addition toto or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in place of, certificated Securities, to a manner such that the uncertificated Securities are described in Section 163(f) (2) (B) of the Code); add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that or the release and termination is Indenture in accordance with the applicable provisions of the Indenture, to ; secure the Securities Securities, the Subsidiary Guarantees or any other Guarantees of the Guarantees, Securities; add to add additional the covenants of the Parent Guarantor, Company or the Issuer or a Subsidiary Guarantor Restricted Subsidiaries for the benefit of the Holders holders or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Restricted Subsidiary; make any change that does not adversely affect the rights of any Securityholder, to evidence and Holder; comply with any requirement of the SEC in connection with the qualification of the Indenture under the Act; provide for the appointment of a successor Trustee; provided that the successor Trustee or is otherwise qualified and eligible to act as such under the terms of the Indenture; provide for the issuance of Additional Exchange Securities in accordance with limitations the provisions set forth in the Indenture; or conform the text of the Indenture, the Securities or the Subsidiary Guarantees to any provision under “Description of notes” in the Offering Memorandum to the extent that such provision in “Description of notes” was intended to be a verbatim recitation of a provision of the Indenture, the Securities or the Subsidiary Guarantees.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in The Indenture contains provisions permitting the Indenture, (i) the Indenture, the Securities or the Guarantees may be amended or supplemented by the Issuer, the Guarantors Issuer and the Trustee with Trustee, without the consent of the Holders of at least a majority in principal amount Securities, to modify and amend the terms and conditions of the then outstanding Indenture and the Securities for certain purposes including, without limitation, (a) adding to the covenants of the - Issuer for the benefit of the Holders of Securities, (b) curing any ambiguity - or correcting or supplementing any defective provisions contained therein, or (c) making such other provisions in regard to matters or questions arising under - the Indenture as shall not adversely affect the interests of the Ho1ders of the Securities. The Indenture contains provisions permitting the Issuer and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived Trustee, with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding Outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of Securities under the Indenture; provided that no such supplemental indenture -------- shall, without the consent in each case of the Ho1der of each Security so affected, (a) extend the fixed maturity of any Securities. Subject , or reduce the - principal amount thereof or premium thereon, or change the time at which or circumstances under which any Security may or shall be redeemed or repurchased, or reduce the rate of or extend the time of payment of interest thereon, or make the principal thereof or premium or interest thereon payable in any coin or currency other than that hereinbefore provided, or impair the right to certain exceptions institute suit for the enforcement of any such payment, make any changes to the subordination provisions set forth in the Indenture, without the consent of any Securityholder, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided Indenture that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, or (b) amend certain provisions of the Indenture - to evidence and provide reduce quorum or voting requirements, or reduce the aforesaid percentage in aggregate principal amount of Securities the consent of the Holders of which is required for any such supplemental indenture, or reduce the appointment percentage of a successor Trustee Securities the Holders of which are required to give certain directions or to provide for consent to certain waivers or (c) modify or affect in any manner adverse to the issuance Holders of Additional the Securities - the terms and conditions of the obligations of the Issuer in accordance with limitations set forth respect of the due and punctual payment of the principal of and premium (if any) and interest on the Securities. Any such consent or waiver by the Holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders of this Security and any Security which may be issued in substitution or exchange hereof, irrespective of whether any notation of such consent or waiver is made upon this Security or such other Security.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees may be amended or supplemented by the IssuerIssuers, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, each of the IssuerIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to provide for uncertificated Securities in addition to or in place of certificated Securities, to comply with Article IV of the Indenture or Section 10.2 in respect of the assumption by a Successor Company of an obligation of each of the Issuers or the assumption by a successor Person of the obligations of any Subsidiary Guarantor under this Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities, to make any change that would provide any additional rights or benefits to the Holders of the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on upon each of the Parent Guarantor, Issuers or that does not adversely affect the Issuer or a Subsidiary Guarantorrights under the Indenture of any such Holder, to comply with any requirement of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the ActTIA, to make any change that does not adversely affect provide for the rights issuance of any Securityholderthe Exchange Securities, to evidence and provide for the appointment of a successor Trustee or to provide for conform the issuance Indenture, the Securities or the Subsidiary Guarantees to certain provisions of Additional Securities the "Description of notes," as contained in accordance with limitations set forth the final offering memorandum related to the Initial Securities, in each case as more fully described in the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or the Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the consent of the Holders of at least a majority not less than 662/3 % in aggregate principal amount of the then outstanding Securities Notes, by Act of said Holders delivered to the Company and the Trustee, the Company and the Guarantor (when authorized by or pursuant to a Board Resolution) and the Trustee may enter into an indenture or indentures supplemental thereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Notes under the Indenture or this Note, and (ii) any default (other the Holders of not less than 662/3 % in aggregate principal amount of the Notes with respect to nonpayment or in respect which an Event of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the consent Default has occurred and is continuing, on behalf of the Holders of a majority in principal amount of all the then outstanding SecuritiesNotes, may waive any past default under the Indenture with respect to the Notes and its consequences. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolders of the Notes, the Issuer, the Guarantors Company and the Trustee Guarantor (when authorized by or pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may amend enter into one or supplement more indentures supplemental thereto, for any of the Indenture, following purposes: (i) to evidence the Securities succession of another Person to the Company or the Guarantees to cure Guarantor and the assumption by any ambiguitysuch successor of the covenants of the Company or the Guarantor, omissionas the case may be, defect, mistake contained in the Indenture and in this Note or inconsistency, to comply the Guarantee in accordance with Article IV 4 of the Indenture, to provide for uncertificated Securities in addition to, ; or in place of, certificated Securities, (ii) to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee covenants and terminate such Subsidiary Guarantee, provided that agreements of the release and termination is in accordance with the Indenture, to secure the Securities Company or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred on upon the Parent Guarantor, Company or the Issuer Guarantor by the Indenture; or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect the rights of any Securityholder, (iii) to evidence and provide for the acceptance of appointment of 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 shall be necessary to provide for or facilitate the issuance administration of Additional Securities in accordance with limitations set forth the trust thereunder by more than one Trustee, pursuant to the requirements of Section 6.10; or (iv) to cure any ambiguity or to correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising under the Indenture, which shall not adversely affect the interests of the Holders of Notes then Outstanding in any material respect; or (v) to add any additional Events of Default; or (vi) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the Notes pursuant to Article 8 of the Indenture, provided that any such action shall not adversely affect the interests of any Holder of this Note in any material respect; or (vii) to secure payment on the Notes pursuant to Section 3.6 of the Indenture or otherwise; or (viii) to amend or supplement any provision contained in the Indenture or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of the Notes.

Amendment; Supplement; Waiver. Subject to certain exceptions as set forth in the Indenture, (i) the Indenture, the Securities or the Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the written consent of the Holders of at least a majority in of the aggregate principal amount of the then outstanding Securities Outstanding Securities, the Company, when authorized by or pursuant to a Board Resolution, the Trustee, the Collateral Agent and the other parties to the other Notes Documents (iias applicable) may enter into an indenture, supplemental indentures or other amendment to add any default (provisions to or to change or eliminate any provisions of the Indenture, any other than with respect supplemental indenture or any of the other Notes Documents or to nonpayment or in respect of a provision that cannot be amended without modify the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the consent rights of the Holders of a majority in principal amount of the then outstanding such Securities. Subject to certain exceptions set forth in the Indenture, without Without the consent of any SecurityholderHolders, the IssuerCompany, the Guarantors Trustee and the Collateral Agent, at any time and from time to time, may enter into supplemental indentures (in form reasonably satisfactory to the Trustee and the Collateral Agent), and the Company, the Trustee (as applicable), the Collateral Agent (as applicable) and the other parties to other Notes Documents (as applicable) may amend or supplement such other Notes Documents (which amendments or supplements shall be in form reasonably satisfactory to the IndentureTrustee (as applicable) and the Collateral Agent (as applicable)), the Securities or the Guarantees to in each case to, among other things, cure any ambiguity, omission, defectmistake, mistake error, defect or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee inconsistency and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not materially and adversely affect the rights of any SecurityholderHolder. The Holders of at least a majority in aggregate principal amount of Outstanding Securities by written notice to the Trustee may waive on behalf of the Holders of all Securities a past Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of, to evidence and provide for or premium, if any, or interest (including Additional Interest, if any) on any Security or (ii) a Default or Event of Default resulting from the appointment breach of a successor Trustee covenant or provision hereof which pursuant to provide for the issuance Indenture or any other Notes Document cannot be amended or modified without the consent of Additional Securities in accordance with limitations set forth in the IndentureHolder of each Outstanding Security adversely affected.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or the Subsidiary Guarantees may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Securities or the Subsidiary Guarantees to cure any ambiguity, omission, defect, mistake or inconsistency, to comply with Article IV of the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to add Subsidiary Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that the release and termination is in accordance with the Indenture, to secure the Securities or the Subsidiary Guarantees, to add additional covenants of the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor, to make any change that does not adversely affect the rights of any Securityholder, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make any change that does not adversely affect provide for the rights issuance of any SecurityholderExchange Securities or private exchange securities, to evidence and provide for the appointment of a successor Trustee or to provide for the issuance of Additional Securities in accordance with limitations set forth in the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or and the Guarantees Collateral Documents and any Subsidiary Guarantee may be amended or supplemented by the IssuerCompany, the Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 6.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities and except as otherwise set forth in the Indenture, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to to: cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV of the Indenture, to ; provide for uncertificated Securities in addition toto or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in place of, certificated Securities, to add Guarantors with respect to the Securities, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate manner such Subsidiary Guarantee, provided that the release and termination is uncertificated Securities are described in accordance with the Indenture, to secure the Securities or the Guarantees, to add additional covenants Section 163(f)(2)(B) of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Code); provide for the benefit assumption of the Holders or to surrender any right or power conferred on the Parent Guarantor, the Issuer Company’s or a Subsidiary Guarantor’s obligations to Holders and Subsidiary Guarantees under the Indenture, to comply with any requirement the Securities, the Subsidiary Guarantees, the Registration Rights Agreement and the Collateral Documents in the case of a merger or consolidation or sale of all or substantially all of the SEC in connection with qualifying the Indenture under the ActCompany’s or such Subsidiary Guarantor’s assets, to as applicable; make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights of any Securityholdersuch Holder under the Indenture, to evidence and provide for the appointment of a successor Trustee Securities, the Subsidiary Guarantees or to the Collateral Documents; provide for the issuance of Additional Securities in accordance with limitations the provisions set forth in the Indenture; evidence and provide for the acceptance of an appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture; conform the text of the Indenture, the Securities, the Subsidiary Guarantees or the Collateral Documents to any provision of the “Description of notes” section of the Offering Memorandum 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 Securities, the Subsidiary Guarantees or the Collateral Documents; release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee, the Securities or the Indenture in accordance with the applicable provisions of the Indenture; add Subsidiary Guarantees with respect to the Securities; add additional Collateral to secure the Securities; release Liens in favor of the Collateral Agent in the Collateral as provided in Section 11.8; comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; comply with the rules of any applicable securities depositary; or provide for the accession or succession of any parties to the Collateral 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 or action that is not prohibited by the Indenture.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, Indenture and the Securities or the Guarantees Notes may be amended or supplemented by the IssuerCompany, the any Subsidiary Guarantors and the Trustee with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities Notes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the any Subsidiary Guarantors and the Trustee may amend or supplement the Indenture and the Notes to (each of which are more specially described in the Indenture, the Securities or the Guarantees to ): cure any ambiguity, omission, defect, mistake defect or inconsistency, to ; comply with Article IV Four of the First Supplemental Indenture in respect of the assumption by a Successor Company of the obligations of the Company or the assumption by a successor Person of the obligations of any Subsidiary Guarantor under the Indenture, to ; provide for uncertificated Securities Notes in addition to, to or in place of, of certificated Securities, to Notes; add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and terminate such Subsidiary Guarantee, provided that or the release and termination is Indenture in accordance with the applicable provisions of the Indenture, to ; secure the Securities or Notes; add to the Guarantees, to add additional covenants of the Parent Guarantor, the Issuer or a Subsidiary Guarantor Company for the benefit of the Holders of the Notes or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Company; make any change that does not adversely affect the rights of any Securityholder, to evidence and Holder of Notes; comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA; provide for the appointment of a successor Trustee Trustee; make any change in Article Ten of the First Supplemental Indenture that would limit or terminate the benefits available to provide for any holder of Senior Indebtedness of the issuance Company or a holder of Additional Securities in accordance with limitations set forth Guarantor Senior Indebtedness (or any Representative thereof); or conform the text of the Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of notes” contained in the Prospectus Supplement to the extent that such provision in the “Description of notes” contained in the Prospectus Supplement is intended to be a verbatim recitation of a provision of the Indenture, the Notes or the Subsidiary Guarantees.

Amendment; Supplement; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or Securities, the Guarantees Collateral Documents, the Intercreditor Agreement and any Note Guarantee may be amended or supplemented by the IssuerCompany, the Note Guarantors and the Initial Holder or, if a Trustee has been appointed, with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment (except in accordance with Section 6.4 of the Indenture)) or noncompliance with any provision may be waived with the written consent of the Initial Holder or, if a Trustee has been appointed, the Holders of a majority in principal amount of the then outstanding Securities and except as otherwise set forth in the Indenture, in each case other than in respect of a provision that cannot be amended without the written consent of each Securityholder Holder affected) or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any SecurityholderHolder, the IssuerCompany, the Note Guarantors and the Initial Holder or the Trustee may amend or supplement the Indenture, Indenture or the Securities or the Guarantees to cure any ambiguity, omission, defect, mistake defect or inconsistency, to comply with Article IV ; provide for the assumption by a successor corporation of the obligations of the Company or any Note Guarantor under the Indenture, to provide for uncertificated Securities in addition to, or in place of, certificated Securities, to ; add Guarantors Guarantees with respect to the Securities, including Subsidiary Guarantors, Securities or release a Subsidiary Guarantor from upon its Subsidiary Guarantee and terminate such Subsidiary Guaranteedesignation as an Unrestricted Subsidiary; provided, provided however, that the release and termination designation is in accordance with the applicable provisions of the Indenture, to ; secure the Securities or with additional Collateral; add to the Guarantees, to add additional covenants of the Parent Guarantor, Company and the Issuer or a Subsidiary Guarantor Restricted Subsidiaries for the benefit of the Holders or to surrender any right or power conferred on upon the Parent Guarantor, the Issuer Company or a Subsidiary Guarantor, to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to Restricted Subsidiary; make any change that does not adversely affect the rights of any SecurityholderHolder; release a Note Guarantor from its obligations under its Note Guarantee or the Indenture in accordance with the applicable provisions of the Indenture; release Liens in favor of the Collateral Agent in the Collateral, to evidence and as provided under Section 12.7 or otherwise in accordance with this Indenture, the Collateral Documents or the Intercreditor Agreement; provide for the appointment of a successor Trustee trustee, provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture; or make any change to provide for the issuance subordination provisions of Additional Securities Article X or Section 11.5 of the Indenture or any other subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a holder of Guarantor Senior Indebtedness (or any Representative thereof) under such subordination provisions. Notwithstanding anything to the contrary in accordance the foregoing, and with limitations no further action necessary on the part of the Company, the Parent, the Note Guarantors, the Initial Holder, any other Holder or the Trustee, as applicable, the Indenture shall be amended or modified automatically to incorporate any More Favorable Covenant set forth in (a) the indenture governing the Floating Rate Notes, but only if and to the extent such indenture is amended (whether by tender offer, consent, exchange or otherwise) after the date of the Indenture or (b) to the extent no Floating Rate Notes remain outstanding, any indenture, loan agreement, collateral document or other written evidence of Indebtedness (other than Indebtedness Incurred under any Credit Facility excluding any note, bond or other form of public indebtedness) Incurred as Refinancing Indebtedness with respect to all or any portion of the Floating Rate Notes. Upon request of the Initial Holder or any other holder of the Securities, the Company will use its best efforts so that the amendments contemplated by this paragraph shall be evidenced by a supplemental indenture to the Indenture. The Company will notify the Initial Holder or the Trustee of any issuance of any new Indebtedness that would be subject to the provision in this paragraph. Any disputes pursuant to this paragraph shall be settled by an arbitrator at the expense of the Company.