Common use of Amendment; Waiver Clause in Contracts

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add additional Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants comply with Article 5 of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) to add Subsidiary Guarantees with respect to the Securities; (v) to evidence and provide for secure the acceptance of appointment under the Indenture of a successor TrusteeSecurities; (vi) to secure add additional covenants for the Securitiesbenefit of the Holders or to surrender rights and powers conferred on the Issuers; (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viii) to add Note Guarantees make any change that does not adversely affect the rights of any Holder; or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under provide for the circumstances and issuance of the Exchange Securities or Additional Securities, which shall have terms substantially identical in all material respects to the extent set forth Initial Securities (except that the transfer restrictions contained in the Indenture; Initial Securities shall be modified or eliminated, as appropriate), and (x) to cure any ambiguity in the Indenturewhich shall be treated, to correct or supplement any provision in the Indenture which may be inconsistent together with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests outstanding Initial Securities, as a single issue of the Holders in any material respectsecurities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding SecuritiesNotes then outstanding and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities to (i) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (ii) evidence the succession of another Person to the Issuer, Parent Company or any other Guarantor Subsidiary Guarantor, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Issuer, Parent Company or any other Guarantor, respectively, in Subsidiary Guarantor under the Indenture, the Securities and the applicable Note Guarantee, (ii) to add Indenture pursuant to the covenants provisions described under Article Five of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) add to add any additional Events the covenants of Defaultthe Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes; (iv) cure any ambiguity or correct or supplement any provision contained in the Indenture that may be defective or inconsistent with any other provision contained in the Indenture, or make such other provisions in regard to provide for uncertificated Securities in addition to matters or in place questions arising under the Indenture as the Board of certificated SecuritiesDirectors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of by a successor Trustee; (vi) Trustee with respect to secure the Securities; (vii) Notes and add to comply with or change any of the Trust provisions of the Indenture Act as shall be necessary to provide for or facilitate the Securities Act (including Regulation S promulgated thereunder); (viii) administration of the trusts under the Indenture by more than the one Trustee pursuant to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms requirements of the Indenture; (ixvi) provide for uncertificated Notes in addition to subordinate Note or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (vii) add additional Subsidiary Guarantees under the circumstances and with respect to the extent set forth Notes and release any Subsidiary Guarantor in accordance with the Indenture; and (viii) provide for the issuance of Additional Notes; (ix) conform the text of the Indenture or the Notes to any provision of the Description of Notes in the offering memorandum related to the Initial Notes; or (x) to cure comply with any ambiguity requirement of the SEC in connection with the Indenture, to correct or supplement any provision in qualification of the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectTIA.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities and (ii) any past default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or the Securities (i) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (ii) to the Issuer, Parent or any other Guarantor and provide for the assumption by such a successor corporation of the covenants obligations of the Issuer, Parent Company or any other Guarantor, respectively, in Subsidiary Guarantor under the Indenture, the Securities and the applicable Note or a Subsidiary Guarantee, (ii) to add to the covenants as applicable, in compliance with Section 5.01 of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended); (iv) to add Guarantees with respect to the Securities, including any Subsidiary Guarantee, or to secure the Securities; (v) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor in the Indenture; (vi) to make any change that would provide additional rights or benefits to the holders of Securities or does not adversely affect the rights of any Holder; (vii) at the Company’s election, to comply with any requirement of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, if such qualification should become required; (viii) to conform the text of the Indenture, the Securities or any Subsidiary Guarantee to any provision contained in the Offering Memorandum under the heading “Description of the Notes” to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Securities or such Subsidiary Guarantee, as applicable; (ix) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Securities; provided, however, that compliance with the Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any other applicable securities; (x) to evidence and provide for the acceptance of and appointment under the Indenture of a successor Trusteetrustee under the Indenture; or (vixi) to secure provide for the issuance of Additional Securities; (vii) to comply , in accordance with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture Indenture, the Securities or the Securities Security Guarantees may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding voting as a single class and (b) any existing default under, or compliance with any provision of, the Indenture may be waived with the consent of the Holders of a majority in principal amount of the Securities then outstanding voting as a single class. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesIssuer, the Issuer Guarantors and the Trustee may amend the Indenture Indenture, the Security Guarantees or the Securities without notice to or consent of any Securityholder (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to 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; (iii) to provide for the assumption by a successor entity of the obligations of the Issuer or any Guarantor in accordance with Section 5.01 of the Indenture; (iv) to add any Guarantor with respect to the Securities, or to release any Guarantor from any of its obligations under its Security Guarantee or this Indenture, in each case, in accordance with the applicable provisions of the Indenture; (v) to make any change that would provide any additional rights or benefits (including the addition of collateral for the purpose of securing the Securities and the Security Guarantees) to the Holders of Securities or that does not adversely affect in any material respect the legal rights under the Indenture, the Securities or the Security Guarantees of any such Holder; (vi) to comply with applicable SEC rules and regulations or changes to applicable law; (vii) to conform the text of the Indenture, the Security Guarantees or the Securities to any provision of the “Description of Notes” section of the Final Offering Memorandum; (viii) to provide for the issuance of Additional Securities in compliance and in accordance with the limitations set forth in the Indenture; (ix) to evidence and or provide for the acceptance of appointment under the Indenture of a successor Trusteetrustee or to comply with any requirements under the TIA; (vix) to secure allow any Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities; or (viixi) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release rules of any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectapplicable securities depository.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, the Issuer, the Guarantors, the Trustee and the Collateral Agent may, at any time and from time to time, without the notice to or consent of any Holder Holders of Securities, the Issuer and the Trustee may amend (a) enter into one or more supplemental indentures and/or (b) amend, supplement or otherwise modify the Indenture or the Securities Securities: (i) to evidence the succession of another Person person to the Issuer, Level 3 Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Level 3 Parent or any such other Guarantor, respectively, in the Indenture, in the Securities and Securities, in the applicable Note GuaranteeGuarantee and in the applicable Collateral Documents, as applicable; (ii) to add to the covenants of Level 3 Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Level 3 Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or a successor Collateral Agent in each case pursuant to the requirements of the Indenture; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (xa) to cure any ambiguity ambiguity, mistake, omission, defect, inconsistency, or obvious error in the Indenture, to or (b) correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein therein, or to add any other provision with respect to matters or questions arising under the Indenture; provided that, with respect to the foregoing clause (ix)(b), such actions shall not adversely affect the interests of the Holders in any material respect; (x) to add additional assets as Collateral or to release any Collateral from the liens securing the Securities, in each case pursuant to the terms of the Indenture, the Collateral Documents and the Intercreditor Agreements, as and when permitted or required by the Indenture, the Collateral Documents or the Intercreditor Agreements; or (xi) to effect any provision of the Indenture or to make changes to the Indenture to provide for the issuance of Additional Securities. The intercreditor provisions of the Collateral Documents, the Intercreditor Agreements and any other applicable intercreditor agreement may be amended, waived or otherwise modified from time to time with the consent of the parties thereto. In addition, the Issuer may, without the consent of any other party thereto, amend the Collateral Documents, the Intercreditor Agreements and any other applicable intercreditor agreement to designate Indebtedness as “Second-Priority Obligations”, or as any other Indebtedness subject to the terms and provisions of such agreement.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate outstanding principal amount at Stated Maturity of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in outstanding principal amount at Stated Maturity outstanding of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Guarantors and the Trustee may amend the Indenture or the Securities (ia) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Company and the Guarantors and the assumption by such successor of the covenants and Obligations of the Issuer, Parent or any other Guarantor, respectively, Company under the Indenture and contained in the Indenture, the Securities and of the applicable Note GuaranteeGuarantors contained in the Indenture and the Guarantees, (iib) to add to the covenants of Parent, the Issuer or any of their respective SubsidiariesCompany, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer Company or any other Guarantor the Guarantors by the Indenture; , (iiic) to add any additional Events of Default; , (ivd) to provide for uncertificated Securities in addition to or in place of certificated Certificated Securities; , (ve) to evidence and provide for the acceptance of appointment under the Indenture of a by the successor Trustee; , (vif) to secure the Securities; Securities and/or the Guarantees, (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (xg) to cure any ambiguity in the Indentureambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; , provided that such actions shall will not adversely affect the interests of the Holders in any material respectrespect or (h) to add or release any Guarantor pursuant to the terms of the Indenture. Certain provisions of the Securities and the Indenture may not be amended or waived without the consent of each Holder affected thereby.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the Intercreditor Agreements or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture Indenture, Security Documents, the Intercreditor Agreements or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Company under the IndentureIndenture and the Securities; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to 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 a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (iv) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trusteeadd additional assets as Collateral; (vi) to release Collateral from the Lien or subordinate such Lien (or conform the subordination of such Lien) pursuant to the Security Documents when permitted or required by the Indenture, the Security Documents or the Intercreditor Agreements, (vii) to add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (viii) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or Other Second-Lien Obligations of the Issuer or any Subsidiary Guarantor so long as such other First Priority Lien Obligations and Other Second-Lien Obligations are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, the Indenture, the First Priority Euro Notes Indenture or the First Priority Dollar Notes Indentures, (ix) to make any change that does not adversely affect the rights of any Holder; (x) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (viixi) to provide for the issuance of Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; (xii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act under the TIA or (xiii) to conform the text of the Indenture or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms provision of the Indenture; (ix) to subordinate Note Guarantees under “Description of First Priority Notes” section of the circumstances and Offering Memorandum to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any that such a provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests “Description of First Priority Notes” section of the Holders in any material respectOffering Memorandum was intended to be a verbatim recitation of a provision of the Indenture or the Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the Intercreditor Agreements or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture Indenture, Security Documents, the Intercreditor Agreements or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Company under the IndentureIndenture and the Securities; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to 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 a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (iv) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trusteeadd additional assets as Collateral; (vi) to release Collateral from the Lien or subordinate such Lien (or conform the subordination of such Lien) pursuant to the Security Documents when permitted or required by the Indenture, the Security Documents or the Intercreditor Agreements, (vii) to add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (viii) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or Other Second-Lien Obligations of the Issuer or any Subsidiary Guarantor so long as such other First Priority Lien Obligations and Other Second-Lien Obligations are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, the Indenture, the First Priority Euro Notes Indenture or the First Priority Dollar Notes Indentures, (ix) to make any change that does not adversely affect the rights of any Holder; (x) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (viixi) to provide for the issuance of Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; (xii) to comply with the Trust requirements of the SEC in order to effect or maintain qualification of the Indenture Act under the TIA or (xiii) to conform the text of the Indenture or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms provision of the Indenture; (ix) to subordinate Note Guarantees under “Description of First Priority Notes” section of the circumstances and Offering Memorandum to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any that such a provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests “Description of First Priority Notes” section of the Holders in any material respectOffering Memorandum was intended to be a verbatim recitation of a provision of the Indenture or the Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, the Issuer, the Guarantors, the Trustee and the Collateral Agent may, at any time and from time to time, without the notice to or consent of any Holder Holders of Securities, the Issuer and the Trustee may amend (a) enter into one or more supplemental indentures and/or (b) amend, supplement or otherwise modify the Indenture or the Securities Securities: (i) to evidence the succession of another Person person to the Issuer, Level 3 Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Level 3 Parent or any such other Guarantor, respectively, in the Indenture, in the Securities and Securities, in the applicable Note GuaranteeGuarantee and in the applicable Collateral Documents, as applicable; (ii) to add to the covenants of Level 3 Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Level 3 Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or a successor Collateral Agent in each case pursuant to the requirements of the Indenture; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (xa) to cure any ambiguity ambiguity, mistake, omission, defect, inconsistency, or obvious error in the Indenture, to or (b) correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein therein, or to add any other provision with respect to matters or questions arising under the Indenture; provided that, with respect to the foregoing clause (ix)(b), such actions shall not adversely affect the interests of the Holders in any material respect; (x) to add additional assets as Collateral or to release any Collateral from the liens securing the Securities, in each case pursuant to the terms of the Indenture, the Collateral Documents and the Intercreditor Agreements, as and when permitted or required by the Indenture, the Collateral Documents or the Intercreditor Agreements; or (xi) to effect any provision of the Indenture or to make changes to the Indenture to provide for the issuance of Additional Securities. The intercreditor provisions of the Collateral Documents, the Intercreditor Agreements and any other applicable intercreditor agreement may be amended, waived or otherwise modified from time to time with the consent of the parties thereto. In addition, the Issuer may, without the consent of any other party thereto, amend the Collateral Documents, the Intercreditor Agreements and any other applicable intercreditor agreement to designate Indebtedness as “First-Priority Obligations”, or as any other Indebtedness subject to the terms and provisions of such agreement.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but under certain circumstances with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Senior Notes and (ii) any default or noncompliance with any provision certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSenior Notes. Subject to certain exceptions set forth in the Indenture, without the consent of the Holders of any Holder of SecuritiesSenior Notes, the Issuer and the Trustee may amend the Indenture or the Securities Indenture: (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Issuer and the assumption by any such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in Issuer under the Indenture, the Securities Indenture and the applicable Note Guarantee, Senior Notes; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of Holders of the Holders, Senior Notes or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureIssuer; (iii) to add any additional Events events of Defaultdefault for the benefit of Holders of the Senior Notes; (iv) to provide for uncertificated Securities in addition add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of Senior Notes in place bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of certificated SecuritiesSenior Notes in uncertificated form; (v) to evidence and provide for secure the acceptance of appointment under the Indenture of a successor TrusteeSenior Notes; (vi) to secure the Securitiesadd or appoint a successor or separate Trustee; (vii) to comply with the Trust Indenture Act cure any ambiguity, defect or the Securities Act (including Regulation S promulgated thereunder)inconsistency; (viii) to add Note Guarantees or to release supplement any Guarantors from Note Guarantees as provided by the terms of the Indentureprovisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of Senior Notes; provided that the interests of the holders of the Senior Notes are not adversely affected in any material respect; (ix) to subordinate Note Guarantees under make any other change that would not adversely affect the circumstances and to Holders of the extent set forth in the IndentureSenior Notes; and (x) to cure make any ambiguity change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; (xi) to conform the Indenture to the section entitled “Description of the Notes” in the Indentureprospectus supplement dated May 12, 2021 relating to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or Senior Notes; and (xii) to add any other provision with respect to matters or questions arising under reflect the issuance of additional Notes as permitted by Section 2.01 and Section 2.02 of the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or and the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount outstanding of the Outstanding Securities Notes and (iib) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuer, the Guarantors and the Trustee may shall be entitled to amend the Indenture or the Securities (i) Notes to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency, to the Issuer, Parent or any other Guarantor and provide for the assumption by such successor a Successor Issuer of the covenants obligations of the IssuerIssuer under the Indenture and hereunder, Parent or any other Guarantor, respectively, in to provide for the Indenture, assumption by a Successor Guarantor of the Securities obligations of a Subsidiary Guarantor under the Indenture and the applicable Note its Guarantee, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, to add Guarantees with respect to the Notes, to secure the Notes, to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the IndentureIssuer, to correct or supplement make any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Holder to comply with any requirements of the Holders SEC in connection with the qualification of the Indenture under the Act, or to effect any material respectprovision of the Indenture or to make certain changes to the Indenture to provide for the issuance of Additional Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but under certain circumstances with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Senior Notes and (ii) any default or noncompliance with any provision certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSenior Notes. Subject to certain exceptions set forth in the Indenture, without the consent of the Holders of any Holder of SecuritiesSenior Notes, the Issuer Obligor and the Trustee may amend the Indenture or the Securities Indenture: (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Obligor and the assumption by any such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in Obligor under the Indenture, the Securities Indenture and the applicable Note Guarantee, Senior Notes; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Obligor for the benefit of Holders of the Holders, Senior Notes or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureObligor; (iii) to add any additional Events events of Defaultdefault for the benefit of Holders of the Senior Notes; (iv) to provide for uncertificated Securities in addition add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of Senior Notes in place bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of certificated SecuritiesSenior Notes in uncertificated form; (v) to evidence and provide for secure the acceptance of appointment under the Indenture of a successor TrusteeSenior Notes; (vi) to secure the Securitiesadd or appoint a successor or separate Trustee; (vii) to comply with the Trust Indenture Act cure any ambiguity, defect or the Securities Act (including Regulation S promulgated thereunder)inconsistency; (viii) to add Note Guarantees or to release supplement any Guarantors from Note Guarantees as provided by the terms of the Indentureprovisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of Senior Notes, provided that the interests of the holders of the Senior Notes are not adversely affected in any material respect; (ix) to subordinate Note Guarantees under make any other change that would not adversely affect the circumstances and to Holders of the extent set forth in the IndentureSenior Notes; and (x) to cure make any ambiguity change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; and (xi) to conform the Indenture to the section entitled “Description of Notes” in the Indentureprospectus supplement dated [ ], 20[ ] relating to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectSenior Notes.

Amendment; Waiver. Subject to certain exceptions set forth in and the Indentureprovisions of the Senior Lien Intercreditor Agreement, (i) the Indenture or Senior Lien Intercreditor Agreement, the Securities First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers, Guarantors (as applicable) and the Trustee may amend the Indenture or Senior Lien Intercreditor Agreement, the Securities First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company or Successor Co-Issuer of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Issuers under the IndentureIndenture and the Securities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Note Guarantee; (iv) to comply with Article 5 of the Indenture; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (vprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to evidence and provide for of the acceptance Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of appointment under the Indenture of a successor TrusteeCode); (vi) to add additional assets as Collateral, (vii) to release Collateral from the Lien pursuant to the Indenture and the Security Documents when permitted or required by the Indenture or the Security Documents; (viii) except as expressly permitted by the Indenture, to add additional Note Guarantees with respect to the Securities or to secure the Securities; (viiix) to add additional covenants of the Issuers for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Issuers; (x) to comply with any requirement of the Trust SEC in connection with qualifying, or maintaining the qualification of, the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viiixi) to add Note Guarantees or to release make any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Holder; or (xii) to provide for the issuance of the Holders in Exchange Securities or Additional Securities. In addition, without notice to or consent of any material respectHolder, the Security Documents may be amended to reflect the addition of holders of additional Secured Indebtedness to the extent the grant of Liens to secure such Indebtedness is permitted by the Indenture.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Issuer and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, Issuer in the Indenture, the Securities Indenture and the applicable Note GuaranteeSecurities, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding then outstanding Securities (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and (ii) any default (other than (x) with respect to nonpayment or (y) in respect of a provision that cannot be amended without the written consent of each Securityholder affected or (z) with respect to Section 10.7(a)(6) 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 (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend the Indenture, the Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement to cure any ambiguity, omission, defect or inconsistency, or to comply with Article IV or Article XI of the Indenture or the Securities (i) to evidence the succession in respect of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor a Successor Company of an obligation of the covenants Company under the Indenture or by a Successor Guarantor of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note obligations under a Subsidiary Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) , or to evidence and provide for add Guarantees with respect to the acceptance of appointment under the Indenture of a successor Trustee; (vi) Securities, or to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees , or to release any Guarantors from Note Guarantees a Subsidiary Guarantor upon its designation as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth an Unrestricted Subsidiary or otherwise in the Indenture; and (x) to cure any ambiguity in accordance with the Indenture, to correct or supplement any provision release Liens in favor of the Collateral Agent in the Indenture which may be inconsistent with any other provision therein Collateral as provided under the collateral release provisions, or to add additional covenants, or surrender rights and powers conferred on the Company and the Subsidiary Guarantors, or to comply with any other provision request of the SEC in connection with respect to matters or questions arising qualifying the Indenture under the Indenture; provided such actions shall Act, or to make any change that does not adversely affect the interests rights of any Securityholder, or to make any change that does not adversely affect the Holders in rights of any material respectSecurityholder.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Securities, the Note Guarantees, any Collateral Document or the Securities Second Lien Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers and the Trustee may amend the Indenture Indenture, the Securities, the Note Guarantees, any Collateral Document or the Securities Second Lien Intercreditor Agreement (i) to evidence cure any ambiguity, omission, defect or inconsistency; (ii) to conform the succession text of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Note Guarantees or the Securities and to any provision under the applicable Note Guarantee, (ii) to add heading “Description of Notes” in the Offering Memorandum to the covenants extent that such provision was intended to be a verbatim recitation of Parenta provision of the Indenture, the Issuer Note Guarantees or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureSecurities; (iii) to add any additional Events comply with Article 5 of Defaultthe Indenture; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for add additional Note Guarantees with respect to the acceptance of appointment under Securities or to secure the Indenture of a successor TrusteeSecurities; (vi) to secure add to the Securitiescovenants of the Issuers for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Issuers; (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viii) to add Note Guarantees make any change that does not adversely affect the rights of any Holder; or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under provide for the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests issuance of the Holders in any material respectExchange Securities or Additional Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or Indenture, the Securities Security Documents, the First Lien Intercreditor Agreement, the Junior Priority Intercreditor Agreements and the Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount outstanding of the Outstanding Securities Notes voting as a single class (which consents may be obtained in connection with a tender offer or exchange offer for the Notes) and (iib) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding SecuritiesNotes voting as a single class (which consents may be obtained in connection with a tender offer or exchange offer for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesNoteholder, the Issuer Issuer, the Guarantors and the Trustee may shall be entitled to amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of ParentSecurity Documents, the Issuer First Lien Intercreditor Agreement, the Junior Priority Intercreditor Agreements or the Notes to cure any of their respective Subsidiariesambiguity, for the benefit of the Holdersomission, defect, mistake or inconsistency, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by comply with Article 5 of the Indenture; (iii) to add any additional Events of Default; (iv) , or to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (v) Notes, or to evidence add guarantees with respect to the Notes, including Guarantees, or to secure the Notes, or to add additional assets as Collateral, or to release Collateral when permitted or required under the Indenture or the Security Documents, or to add additional secured creditors holding Junior Priority Obligations or other First Priority Lien Obligations so long as such obligations are not prohibited by the Indenture, or to additional covenants or surrender rights and powers conferred on the Issuer or the Guarantors, or to conform the text of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement or the Junior Priority Intercreditor Agreements, to any provision of the section captioned “Description of Notes” in the Offering Circular to the extent such provision was intended by the Issuer to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement or the Junior Priority Intercreditor Agreements, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make the changes contemplated pursuant to Article 12 of the Indenture in connection with an ABL Transaction and changes in furtherance thereof, to make certain changes to the Indenture to provide for the acceptance issuance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees Additional Notes or to release make any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Noteholder, or to make amendments to provisions of the Holders in any material respectIndenture relating to the transfer and legending of the Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount at maturity of the Outstanding outstanding Securities and (ii) certain Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount at maturity of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Company and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Company for the benefit of the HoldersHolders of Securities, or (ii) to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by Company in the Indenture; , (iii) to add provide for conversion rights of Holders of Securities if any additional Events reclassification or change of Default; the Company's Common Stock or any consolidation, merger or sale of all or substantially all of the Company's assets occurs, (iv) to provide for uncertificated the assumption of the Company's obligations to the Holders of Securities in addition the case of a merger, consolidation, conveyance, transfer or lease pursuant to or in place Article 5 of certificated Securities; the Indenture, (v) to evidence increase the Conversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and provide for the acceptance other consequences of appointment under the Indenture of a successor Trustee; such increase), (vi) to secure the Securities; (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act under the TIA, (vii) to make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (including Regulation S promulgated thereunder); as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indentureambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or which is otherwise defective, or to add make any other provision provisions with respect to matters or questions arising under the Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of the Indenture; provided provided, however, that such actions shall action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, and (ix) to add or modify any other provisions in the Indenture with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders in any material respectof Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or and the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount outstanding of the Outstanding Securities Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors, the Trustee and the Trustee may Collateral Agent shall be entitled to amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and Collateral Agreements or the applicable Note GuaranteeNotes to cure any ambiguity, (ii) to add to the covenants of Parentomission, the Issuer defect or any of their respective Subsidiaries, for the benefit of the Holdersinconsistency, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by comply with Article 5 of the Indenture; (iii) to add any additional Events of Default; (iv) , or to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (v) Notes, or to evidence and provide for add guarantees with respect to the acceptance of appointment under the Indenture of a successor Trustee; (vi) Notes, including Subsidiary Guaranties, or to secure the Securities; (vii) Notes, or to add additional covenants or surrender rights and powers conferred on the Company or the Subsidiary Guarantors, or to comply with any request of the Trust SEC in connection with qualifying the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees Act, or to make any change that does not adversely affect the rights of any Holder of Notes. The consent of at least 80% in aggregate principal amount of then outstanding Notes shall be required to release any Guarantors from Note Guarantees as provided by all or substantially all of the Collateral otherwise than in accordance with the terms of the Indenture; (ix) Indenture and the Collateral Agreements and the consent of at least 66⅔% in aggregate principal amount of then outstanding Notes shall be required to subordinate Note Guarantees under the circumstances and to Liens of the extent set forth Collateral Agent in all or substantially all of the Indenture; and Collateral (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision except with respect to matters the approval of an intercreditor agreement pursuant to the definitions of “Credit Agreement” or questions arising under “Permitted Partial Refinancing” or the Indenture; provided such actions shall not adversely affect release of Liens on inventory, receivables and other current assets in connection with any Credit Agreement, for which the interests consent of Holders holding at least a majority in aggregate principal amount of the Holders in any material respectthen outstanding Notes shall be required).

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount outstanding of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guaranteeinconsistency, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption of the Holdersobligations of the Company under the Indenture upon the merger, consolidation or to surrender any right sale or power conferred upon Parent, other disposition of all or substantially all of the Issuer or any assets of the Company and its Restricted Subsidiaries taken as a whole and certain other Guarantor by events specified in Article 5 of the Indenture; , (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; , (iv) to comply with any requirement of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, (v) to evidence and provide for make any change that does not adversely affect the acceptance rights of appointment under the Indenture any Holder of a successor Trustee; Securities in any material respect, (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act add or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any remove Subsidiary Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and pursuant to the extent procedures set forth in the Indenture; , and (xvii) to cure any ambiguity provide for certain other modifications and amendments as set forth in the Indenture, to correct or supplement any provision in . Certain provisions of the Securities and the Indenture which may not be inconsistent with any other provision therein amended or to add any other provision with respect to matters or questions arising under waived without the Indenture; provided such actions shall not adversely affect the interests consent of the Holders in any material respecteach Holder affected thereby.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, the Issuer, the Guarantors, the Trustee and the Collateral Agent may, at any time and from time to time, without the notice to or consent of any Holder Holders of SecuritiesNotes, the Issuer and the Trustee may amend the Indenture or the Securities any other Note Document: (i) to evidence the succession of another Person person to the Issuer, Parent Issuer or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent Issuer or any other such Guarantor, respectively, in the Indenture, in the Securities and Notes, in the applicable Note GuaranteeGuarantee and in the applicable Security Documents, as applicable; (ii) to add to the covenants of Parent, the Issuer or any of their respective its Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or a successor Collateral Agent in each case pursuant to the requirements of the Indenture; (vi) to secure the SecuritiesNotes; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (xa) to cure any ambiguity ambiguity, mistake, omission, defect, inconsistency, or obvious error in the Indenture, to or (b) correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein therein, or to add any other provision with respect to matters or questions arising under the Indenture; provided that, with respect to the foregoing clause (ix)(b), such actions shall not adversely affect the interests of the Holders in any material respect; (x) [reserved]; or (xi) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of the Indenture, the Security Documents and the Intercreditor Agreements, as and when permitted or required by the Indenture, the Security Documents or the Intercreditor Agreements. The Security Documents, the Intercreditor Agreements and any other applicable intercreditor agreement may be amended, waived or otherwise modified from time to time with the consent of the parties thereto. In addition, the Issuer may, without the consent of any other party thereto, amend the Security Documents and any other applicable intercreditor agreement to designate Indebtedness as “Other First Lien Debt”, or as any other Indebtedness subject to the terms and provisions of such agreement.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but under certain circumstances with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities 2020 Senior Notes and (ii) any default or noncompliance with any provision certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities2020 Senior Notes. Subject to certain exceptions set forth in the Indenture, without the consent of the Holders of any Holder of Securities2020 Senior Notes, the Issuer Obligor and the Trustee may amend the Indenture or the Securities Indenture: (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Obligor and the assumption by any such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in Obligor under the Indenture, the Securities Indenture and the applicable Note Guarantee, 2020 Senior Notes; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Obligor for the benefit of Holders of the Holders, 2020 Senior Notes or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureObligor; (iii) to add any additional Events events of Defaultdefault for the benefit of Holders of the 2020 Senior Notes; (iv) to provide for uncertificated Securities in addition add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of 2020 Senior Notes in place bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of certificated Securities2020 Senior Notes in uncertificated form; (v) to evidence and provide for secure the acceptance of appointment under the Indenture of a successor Trustee2020 Senior Notes; (vi) to secure the Securitiesadd or appoint a successor or separate Trustee; (vii) to comply with the Trust Indenture Act cure any ambiguity, defect or the Securities Act (including Regulation S promulgated thereunder)inconsistency; (viii) to add Note Guarantees or to release supplement any Guarantors from Note Guarantees as provided by the terms of the Indentureprovisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of 2020 Senior Notes, provided that the interests of the holders of the 2020 Senior Notes are not adversely affected in any material respect; (ix) to subordinate Note Guarantees under make any other change that would not adversely affect the circumstances and to Holders of the extent set forth 2020 Senior Notes in the Indentureany material respect; and (x) to cure make any ambiguity change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; and (xi) to conform the Indenture to the section entitled “Description of Notes” in the Indentureprospectus supplement dated July 13, 2010 relating to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect2020 Senior Notes.

Amendment; Waiver. The provisions governing amendment, supplementation and waiver of any provision of the Indenture are included in the Indenture. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Company, the Subsidiary Guarantors, the Trustee and the Collateral Agent, if applicable, may amend the Indenture, the Securities or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived other Note Documents with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. Subject to certain exceptions set forth in the Indenture, the Company, the Subsidiary Guarantors, the Trustee and the Collateral Agent, if applicable, may amend any of the Indenture, the Securities or the other Note Documents without notice to or consent of any Securityholder to, among other things, (a) cure any ambiguity, omission, defect or inconsistency, (b) to add or release Guarantees with respect to the Securities, including any Subsidiary Guarantees, in each case in compliance with the Note Documents, (c) comply with any requirements of the SEC in connection with qualifying the Indenture under the TIA, (d) make, complete or confirm any grant of Collateral permitted or required by any of the Note Documents, (e) to release or subordinate Liens on Collateral in accordance with the Note Documents, and (f) to provide for the issuance of PIK Notes or the increase in the principal amount of the Securities to pay PIK Interest in accordance with the terms of the Indenture. In addition, the Intercreditor Agreement may be amended in accordance with their terms and without the consent of any Holder of Securities, the Issuer and Securityholder or the Trustee with the consent of the parties thereto or otherwise in accordance with their terms to, among other things, add additional Indebtedness as Priority Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt then outstanding, in each case to the extent permitted by the Security Documents. The Intercreditor Agreement also provides that in certain circumstances the Security Documents may amend be amended automatically without the Indenture consent of the Securityholders or the Securities (iTrustee in connection with any amendments to corresponding security documents creating Priority Liens. Section 316(a) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act is expressly excluded from the Indenture and the other Notes Documents for all purposes. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver, consent, approval or the other action of Holders, Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided owned by the terms of Company, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Indenture; Company or any Guarantor shall be disregarded and deemed not to be outstanding, except that Securities owned by Specified Holders (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth as defined in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectbe so disregarded.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to provide for the covenants assumption by a Successor Company of Parent, the obligations of the Issuer or any of their respective Subsidiaries, for under the benefit of Indenture and the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureSecurities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to 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 a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to add additional Guarantees with respect to the Securities; (vvi) to make any change that would provide additional rights or benefits to the Holders or that does not adversely affect the legal rights of the Holders; (vii) to make changes relating to the transfer and legending of the Securities; (viii) to secure the Securities; (ix) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantor; (x) to make any change that does not adversely affect the rights of any Holder in any material respect; (xi) to effect any provision of the Indenture; (xii) to provide for the issuance of the Add-On Securities, as defined in the Indenture; (xiii) to evidence and provide for the acceptance of and appointment under the Indenture of a successor TrusteeTrustee thereunder pursuant to the requirements thereof; or (vixiv) to secure conform the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms text of the Indenture; (ix) , Guarantees or Securities to subordinate Note Guarantees under any provision of the circumstances and to section entitled “Description of the extent set forth Notes” in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectOffering Memorandum.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; (x) to permit the consummation of the Escrow Transactions; and (xxi) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Notes, the Subsidiary Guarantees, the Security Documents and the Senior Lien Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes then outstanding and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesholder, the Issuer Issuers, the Collateral Agent and the Trustee may amend the Indenture or Indenture, the Securities Notes, the Subsidiary Guarantees, the Security Documents and/or the Senior Lien Intercreditor Agreement (i) to evidence the succession of another Person cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to the Issuer, Parent or any other Guarantor and provide for the assumption by such successor a Successor Company (with respect to an Issuer) of the covenants obligations of the Issuer, Parent or any other Guarantor, respectively, in an Issuer under the Indenture, the Securities Notes, the Security Documents and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureSenior Lien Intercreditor Agreement; (iii) to add provide for the assumption by a Successor Subsidiary Guarantor (with respect to any additional Events Subsidiary Guarantor), as the case may be, of Defaultthe obligations of a Subsidiary Guarantor under the Indenture, its Subsidiary Guarantee, the Security Documents and the Senior Lien Intercreditor Agreement; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee[reserved]; (vi) to secure add a Subsidiary Guarantee or collateral with respect to the SecuritiesNotes; (vii) to comply with release collateral as permitted by the Trust Indenture Act or Indenture, the Securities Act (including Regulation S promulgated thereunder)Security Documents and the Senior Lien Intercreditor Agreement; (viii) to add Note Guarantees or to release comply with any Guarantors from Note Guarantees as provided by the terms requirement of the Indenture; SEC in connection with qualifying or maintaining the qualification of the Indenture under the TIA, (ix) to subordinate Note Guarantees under the circumstances and add to the extent set forth in covenants of the IndentureIssuers for the benefit of the holders or to surrender any right or power herein conferred upon the Issuers; and (x) to cure make any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of the Holders any holder in any material Table of Contents respect; or (xi) to make changes to provide for the issuance of Additional Notes or Exchange Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or (xii) to effect any provision of the Indenture. In addition, the Senior Lien Intercreditor Agreement may be amended without notice to or the consent of any holder, the Trustee or the Collateral Agent in connection with the permitted entry into the Senior Lien Intercreditor Agreement of any class of additional secured creditors holding First-Priority Lien Obligations or Other Second-Lien Obligations.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities to (i) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (ii) evidence the succession of another Person to the Issuer, Parent Company or any other Guarantor Subsidiary Guarantor, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Issuer, Parent Company or any other Guarantor, respectively, in Subsidiary Guarantor under the Indenture, the Securities and the applicable Note Guarantee, (ii) to add Indenture pursuant to the covenants provisions described under Article Five of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) add to add the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or make any additional Events change that does not adversely affect the rights of Defaultany Holder of the Notes; (iv) cure any ambiguity or correct or supplement any provision contained in the Indenture that may be defective or inconsistent with any other provision contained in the Indenture, or make such other provisions in regard to provide for uncertificated Securities in addition to matters or in place questions arising under the Indenture as the Board of certificated SecuritiesDirectors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of by a successor Trustee; (vi) Trustee with respect to secure the Securities; (vii) Notes and add to comply with or change any of the Trust provisions of the Indenture Act as shall be necessary to provide for or facilitate the Securities Act (including Regulation S promulgated thereunder); (viii) administration of the trusts under the Indenture by more than the one Trustee pursuant to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms requirements of the Indenture; (ixvi) provide for uncertificated Notes in addition to subordinate Note or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (vii) add additional Subsidiary Guarantees under the circumstances and with respect to the extent set forth Notes and release any Subsidiary Guarantor in accordance with the Indenture; and (viii) provide for the issuance of Additional Notes; (ix) conform the text of the Indenture or the Notes to any provision of the Description of Notes in the offering memorandum related to the Initial Notes; or (x) to cure comply with any ambiguity requirement of the SEC in connection with the Indenture, to correct or supplement any provision in qualification of the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectTIA.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture Indenture, Security Documents, the Intercreditor Agreement or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add provide for the assumption by a Successor Company (with respect to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit Company) of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Company under the IndentureIndenture and the Securities; (iii) to add provide for the assumption by a Successor Company or Successor (with respect to any additional Events Restricted Subsidiary that is Guarantor), as the case may be, of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to evidence and provide for the acceptance of appointment by a successor Trustee; (v) to make any change that does not adversely affect the rights of the Holders in any material respect; (vi) to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (vprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to evidence and provide for of the acceptance Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of appointment under the Indenture of a successor Trustee; (vi) to secure the SecuritiesCode); (vii) to comply add a Guarantee with respect to the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Securities; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees additional assets as provided by the terms of the IndentureCollateral; (ix) to subordinate Note Guarantees under release Collateral from the circumstances and Lien pursuant to the extent set forth in Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by the Indenture; and , the Security Documents or the Intercreditor Agreement, (x) to cure add to the covenants of the Company for the benefit of the Holders or to surrender any ambiguity in right or power herein conferred upon the Company; (xi) to modify the Security Documents and/or the Intercreditor Agreement to secure First-Priority Lien Obligations and Other Second-Lien Obligations so long as such First-Priority Lien Obligations and Other Second-Lien Obligations are not prohibited by the provisions of the Credit Agreement or the Indenture, (xii) to correct conform the text of the Indenture, the Guarantees, the Securities, any Security Document or supplement the Intercreditor Agreement to any provision of this Offering Memorandum under the caption “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, Guarantees, the Securities, any Security Document or the Intercreditor Agreement; (xiii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the IndentureTIA; provided such actions shall not adversely affect or (xiv) to provide for the interests issuance of the Holders in any material respectExchange Securities or Additional Securities.

Amendment; Waiver. Subject to The Indenture permits, with certain exceptions set forth in as therein provided, the IndentureCompany, (i) the Indenture or Parent Guarantor and the Securities may be amended without prior notice to any Holder but Trustee with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) more than 50% in aggregate principal amount of the Outstanding Securities and (ii) Notes at the time outstanding, to execute supplemental indentures for the purpose of adding any default provisions to or noncompliance with changing in any provision may be waived with manner or eliminating any of the written consent provisions of the Indenture or of modifying in any manner the rights of the Holders of at least the Notes; provided, however, that, without the consent of the Holder of each Note affected thereby, no such supplemental indenture shall, among other things: (i) reduce the principal amount of outstanding Notes whose Holders must consent to an amendment; (ii) reduce the rate of, change or have the effect of changing the time for payment of interest, including defaulted interest, on the Notes; (iii) reduce the principal of, change or have the effect of changing the fixed maturity of the Notes, or change the date on which the Notes may be subject to redemption or repurchase or reduce the redemption price or repurchase price therefor; (iv) make the Notes payable in currency other than that stated in the Notes or change the place of payment of the Notes from that stated in the Notes or in this Indenture; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of (and premium, if any) and interest on the Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders holding a majority in principal amount of the Outstanding Securities. Subject Notes to certain exceptions set forth waive Defaults or Events of Default; (vi) make any change to or modify in any manner adverse to the Holders the terms and conditions of the obligations of the Guarantors under Article X of the Indenture; (vii) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or (viii) make any change in these amendment and waiver provisions. The Indenture also permits the Company, the Parent Guarantor and the Trustee to enter into one or more supplemental indentures, without the consent of any Holder Holders of Securitiesthe Notes, the Issuer and the Trustee may amend the Indenture or the Securities to, among other things: (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (viii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (iv) to evidence and provide for the acceptance of appointment under the Indenture of by a successor Trustee; (v) to conform the terms of this Indenture, the Notes and/or the Guarantees to any provision or other description of the Notes or Guarantees, as the case may be, contained in the Offering Memorandum for the Notes; (vi) to secure provide for the Securitiesassumption by a successor corporation, partnership, trust or limited liability company of the Company’s or the Guarantors’ obligations under the Indenture and the Notes, in each case in compliance with the provisions thereof; (vii) to comply make any change that would provide any additional rights or benefits to the Holders (including to secure the Notes, add guarantees with respect thereto, transfer any property to or with the Trust Indenture Act Trustee, add to the Company’s covenants for the benefit of the Holders, add any additional events of default for the Notes, or surrender any right or power conferred upon the Company or the Securities Act (including Regulation S promulgated thereunder)Guarantors) or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by provide for the terms issuance of the IndentureExchange Notes, which shall have terms substantially identical in all material respects to the Initial Notes (except that the transfer restrictions contained in the Initial Notes shall be modified or eliminated, as appropriate, and there will be no registration rights), and which will be treated, together with any outstanding Initial Notes, as a single issue of securities; (ix) to subordinate Note Guarantees under provide for the circumstances and to the extent set forth in the Indentureissuance of any Additional Notes; and (x) to cure comply with the rules of any ambiguity applicable securities depository; (xi) change or eliminate any restrictions on the payment of principal (or premium, if any) on Notes in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indentureregistered form; provided that any such actions action shall not adversely affect the interests of the Holders in any material respect; or (xii) supplement any provision of this Indenture as shall be necessary to permit or facilitate the defeasance and discharge of the Notes in accordance with the Indenture; provided that such action shall not adversely affect the interests of any of the Holders in any material respect. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the outstanding Notes with respect to which any default under the Indenture shall have occurred and be continuing may, on behalf of the Holders of all Notes, waive such past default under the Indenture and its consequences, except a default (1) in the payment of the principal of (or premium, if any) or interest on any Note, or (2) in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or and the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount outstanding of the Outstanding Securities and (iib) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors and the Trustee may shall be entitled to amend the Indenture or the Securities (i) to evidence the succession cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision Guarantees with respect to matters the Securities, including Subsidiary Guarantees, or questions arising under to add additional covenants or surrender rights and powers conferred on the Indenture; provided such actions shall Company or the Subsidiary Guarantors or to make any change that does not adversely affect the interests rights of any Holder, or to comply with any requirement of the Holders SEC in connection with the qualification of the Indenture under the TIA, or to conform the text of the Indenture, the Securities or any material respectSubsidiary Guarantee to any provision of the “Description of the notes” in the Offering Memorandum to the extent that such provision in the “Description of the notes” was intended to be a verbatim recitation of a provision of the Indenture, the Securities or such Subsidiary Guarantee, to make amendments to provisions of the Indenture relating to the transfer and legending of the Securities, or to provide for the issuance of Additional Securities.

Amendment; Waiver. Subject Without the consent of each Holder affected, an amendment or waiver may not: (1) reduce the amount of Notes whose Holders must consent to certain exceptions set forth an amendment; (2) reduce the rate of or extend the time for payment of interest on any Note, or amend the Company’s right to defer interest on the Notes in a manner adverse to the Holders; (3) reduce the principal of or extend the Stated Maturity of any Note; (4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3 of the Indenture; (5) make any Note payable in money other than that stated in the Indenture, Note; (i6) make any change in Article 10 or Article 12 of the Indenture or that adversely affects the Securities may be amended without prior notice to rights of any Holder but with the written consent under Article 10 or Article 12 of the Holders Indenture; (7) impair the right of at least a majority (orany Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to certain covenants, such Holder’s Notes; (8) except in connection with an offer by the written consent of at least two-thirds) in aggregate principal amount Company to purchase all of the Outstanding Securities and Notes (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least in which case a majority in principal amount of Notes will be sufficient), (A) make any change to the Outstanding Securities. Subject provisions of Section 4.05 of the Indenture that eliminate the prohibition on paying dividends while interest is being deferred, while any previously Deferred Interest remains unpaid or during a Dividend Suspension Period, or during the continuance of any Event of Default, (B) make a change to certain exceptions set forth lower the Interest Coverage Ratio threshold for a Dividend Suspension Period or make a change to paragraph (c) of Section 4.04 of the Indenture that would have the effect of increasing the amounts permitted to be distributed in respect of the Company’s Capital Stock, (C) waive an Event of Default under Section 6.01(k) of the Indenture; (9) make any change in the Indenture, without amendment provisions which require each Holder’s consent or in the waiver provisions; or (10) modify the Guarantees in any manner adverse to the Holders. Without the consent of any Holder of SecuritiesNotes, the Issuer Company and the Trustee may amend the Indenture or the Securities Notes to (i1) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and inconsistency; (2) provide for the assumption by such a successor corporation, partnership, limited liability company or other entity of the covenants obligations of the Issuer, Parent Company under this Indenture; (3) provide for uncertificated Notes in addition to or in place of Physical Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code; (4) to make any other Guarantor, respectively, change in Article 10 or Article 12 of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness (or Representatives therefor) under Article 10 or Article 12 of the Indenture, ; (5) add additional Guarantees with respect to the Securities and Notes; (6) secure the applicable Note Guarantee, Notes; (ii7) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Company for the benefit of the Holders, Holders or to surrender any right or power herein conferred upon Parent, the Issuer or any other Guarantor by the IndentureCompany; (iii) to add 8) make any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests legal rights or entitlements under this Indenture of any Holder to comply with any requirement of the Holders SEC or in connection with the qualification of this Indenture under the TIA; or (9) enter into one or more supplemental indentures to effect any material respectof the amendments set forth herein or to set forth the terms of and issue any Additional Notes in accordance with the provisions of this Indenture. Notwithstanding the foregoing, an amendment under this paragraph 14 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture Indenture, Security Documents, the Intercreditor Agreement or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add provide for the assumption by a Successor Company (with respect to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit Company) of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Company under the IndentureIndenture and the Securities; (iii) to add provide for the assumption by a Successor Company or Successor (with respect to any additional Events Restricted Subsidiary that is a Guarantor), as the case may be, of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to evidence and provide for the acceptance of appointment by a successor Trustee; (v) to make any change that does not adversely affect the rights of the Holders in any material respect; (vi) to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (vprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to evidence and provide for of the acceptance Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of appointment under the Indenture of a successor Trustee; (vi) to secure the SecuritiesCode); (vii) to comply add a Guarantee with respect to the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Securities; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees additional assets as provided by the terms of the IndentureCollateral; (ix) to subordinate Note Guarantees under release Collateral from the circumstances and Lien pursuant to the extent set forth in Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by the Indenture, the Security Documents or the Intercreditor Agreement; and (x) to cure add to the covenants of the Company for the benefit of the Holders or to surrender any ambiguity in right or power herein conferred upon the Company; (xi) to modify the Security Documents and/or the Intercreditor Agreement to secure First-Priority Lien Obligations and Other Second-Lien Obligations so long as such First-Priority Lien Obligations and Other Second-Lien Obligations are not prohibited by the provisions of the Credit Agreement or the Indenture; (xii) to conform the text of the Indenture, the Guarantees, the Securities, any Security Document or the Intercreditor Agreement to correct or supplement any provision of this Offering Memorandum under the caption “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, Guarantees, the Securities, any Security Document or the Intercreditor Agreement; (xiii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the IndentureTIA; provided such actions shall not adversely affect or (xiv) to provide for the interests issuance of the Holders in any material respectExchange Securities or Additional Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or the Securities may be amended without prior notice to any Holder Securityholder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities and (iib) any default or noncompliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Issuer Issuers and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person person to the Issuer, Parent or any other Guarantor an Issuer and the assumption by any such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, Issuers in the Indenture, Indenture and in the Securities and the applicable Note GuaranteeSecurities, (ii) to add to the covenants of Parent, the Issuer Issuers or any of their respective Subsidiaries, a Subsidiary for the benefit of the Holders, Holders or to surrender any right or power in the Indenture conferred upon Parent, the Issuer Issuers or any other Guarantor by the Indenture; Subsidiary, (iii) to add to or change any additional Events of Defaultthe provisions of the Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; provided that any uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Internal Revenue Code, (iv) to provide for uncertificated issue Additional Securities in addition to or in place of certificated Securities; accordance with the Indenture, (v) to evidence and provide for secure the acceptance of appointment under Securities or add any guarantee with respect to the Indenture of a successor Trustee; Securities, (vi) to secure provide for the Securitiesappointment of a successor trustee; (vii) provided that the successor trustee is otherwise qualified and eligible to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees act as provided by such under the terms of the Indenture; , (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (xvii) to cure any ambiguity in the Indentureambiguity, to correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision therein in the Indenture, or to add make any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests Holders of the Securities, (viii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, (ix) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Securities; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Securities and (x) to conform the text of the Indenture or the Securities to any provision of the “Description of the Notes” in any material respectthe Prospectus to the extent that such provision in the “Description of the Notes” in the Prospectus is intended to be a verbatim recitation of a provision of the Indenture or the Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers, Guarantors and the Trustee may amend the Indenture Indenture, the Security Documents or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company or Successor Co-Issuer of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Issuers under the IndentureIndenture and the Securities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Note Guaranty; (iv) to comply with Article 5 of the Indenture; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (vprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to evidence and provide for of the acceptance Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of appointment under the Indenture of a successor TrusteeCode); (vi) to add additional assets as Collateral, (vii) to release Collateral from the Lien pursuant to the Indenture and the Security Documents when permitted or required by the Indenture or the Security Documents; (viii) to add additional Note Guaranties with respect to the Securities or to secure the Securities; (viiix) to add additional covenants of the Issuers for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Issuers; (x) to comply with any requirement of the Trust SEC in connection with qualifying, or maintaining the qualification of, the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viiixi) to add Note Guarantees or to release make any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Holder; or (xii) to provide for the issuance of the Holders in Exchange Securities or Additional Securities. In addition, without notice to or consent of any material respectHolder, the Security Documents may be amended to reflect the addition of holders of additional Secured Indebtedness to the extent the grant of Liens to secure such Indebtedness is permitted by the Indenture.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding outstanding Securities and (ii) certain Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Company and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Company for the benefit of the HoldersHolders of Securities, or (ii) to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by Company in the Indenture; , (iii) to add provide for conversion rights of Holders of Securities if any additional Events reclassification or change of Default; the Company's Common Stock or any consolidation, merger or sale of all or substantially all of the Company's assets occurs, (iv) to provide for uncertificated the assumption of the Company's obligations to the Holders of Securities in addition the case of a merger, consolidation, conveyance, transfer or lease pursuant to or in place Article V of certificated Securities; the Indenture, (v) to evidence reduce the Conversion Price; provided, however, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and provide for the acceptance other consequences of appointment under the Indenture of a successor Trustee; such reduction), (vi) to secure the Securities; (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act under the TIA, (vii) to make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (including Regulation S promulgated thereunder); as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indentureambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or which is otherwise defective, or to add make any other provision provisions with respect to matters or questions arising under the Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of the Indenture; provided provided, however, that such actions shall action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, and (ix) to add or modify any other provisions in the Indenture with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders in any material respectof Securities.

Amendment; Waiver. (a) (1) Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived supplemented with the written consent of the Holders of at least a majority in principal amount of the then Outstanding SecuritiesNotes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended or supplemented without the written consent of each Holder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend or supplement the Indenture or the Securities (i) Notes to, among other things, cure any ambiguity, omission, defect or inconsistency; or to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and provide for the assumption by such successor a Surviving Entity of the covenants obligations of the Issuer, Parent Company or any other Guarantor, respectively, a Subsidiary Guarantor obligation under the Note Guarantee under the Notes in the Indenturecase of a merger or consolidation or sale of all on substantially all of the Company’s or such subsidiary Guarantor’s assets, the Securities and the applicable Note Guaranteeas applicable, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by extent permitted under the Indenture; (iii) to add any additional Events of Default; (iv) to or provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (vprovided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; or to evidence and provide for add guarantees with respect to the acceptance of appointment under the Indenture of a successor Trustee; (vi) Notes or to secure the SecuritiesNotes; (vii) or to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes and to release Note Guarantors from the Note Guarantee in accordance with the terms of Article X of the Indenture; or to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; or to comply with applicable requirements of the SEC; or to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the section “Description of Notes” in the Offering Circular to the extent that such provision in such “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes or Note Guarantees; or to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)requirements of any applicable securities depositary; (viii) to add Note Guarantees or to release make any Guarantors from Note Guarantees change that provides any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any such Holder and to provide for a successor Trustee in accordance with the terms of the Indenture, to otherwise comply with any requirement of the Indenture; or to provide for the issuance of Additional Notes as provided permitted by Section 2.2(c) and Section 2.13 of the Indenture, which will have terms substantially identical to the other Outstanding Notes except as specified in Section 2.13 of the Indenture, and which will be treated, together with any other Outstanding Notes, as a single issue of securities; or to provide for a successor Trustee in accordance with the terms of the Indenture; (ix) or to subordinate Note Guarantees under the circumstances and to the extent set forth in the otherwise comply with any requirement of this Indenture; and (x) or to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with make any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall changes which do not adversely affect the interests rights of any of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes (which consent may, but need not, be given in connection with any tender offer or exchange offer for the Notes) and (ii) any default or noncompliance with any provision Default and its consequences may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture or the Securities Notes (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Company and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, Company under the Indenture and contained in the Indenture, the Securities and the applicable Note Guarantee, Notes; (ii) to add to the covenants of Parent, the Issuer or any of their respective SubsidiariesCompany, for the benefit of the HoldersHolders of all of the Notes, or to surrender any right or power conferred upon Parent, on the Issuer or any other Guarantor by Company under the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesCertificated Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the SecuritiesNotes; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, or to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision provisions with respect to matters or questions arising under the Indenture; , provided that such actions shall not adversely affect the interests of the Holders of Notes in any material respect; (viii) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; or (ix) to evidence the agreement or acknowledgment of a Subsidiary that it is a Guarantor for all purposes under the Indenture (including, without limitation, Article X thereof).

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived supplemented with the written consent of the Holders of at least a majority in principal amount of the then Outstanding SecuritiesNotes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended or supplemented without the written consent of each Holder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend or supplement the Indenture or the Securities (i) to evidence the succession of another Person to the IssuerNotes to, Parent among other things, cure any ambiguity, defect or any other Guarantor and the assumption by such successor inconsistency, comply with Article IV of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Base Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (v) Notes, add guarantees with respect to the Notes or to secure the Notes, add additional covenants or surrender rights and powers conferred on the Company, comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA, make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder, add additional Events of Default, provide evidence and provide for the acceptance of appointment under the Indenture of by a successor Trustee; (vi) , and to secure modify provisions in the Securities; (vii) to comply with Indenture therefor, establish the Trust Indenture Act form or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) Notes, make any change necessary to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in make the Indenture, the Notes or the Security Guarantee relating to the Notes, consistent with the description of the Notes in the prospectus or any related prospectus supplement relating to such Notes, correct or supplement any provision in of the Indenture which that may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under of the Indenture; provided Indenture so long as such actions action shall not adversely affect the interests of any Holder, change or eliminate any of the Holders in provisions of the Indenture; provided, that any material respectsuch change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of any such provision.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Maturity of the Outstanding SecuritiesSecurities at the time outstanding and (ii) certain Defaults may be waived with the written consent of the Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Issuers and the Trustee may amend the Indenture or the Securities (i) to evidence the succession cure any ambiguity, omission, defect or inconsistency, to comply with Article 5 or Section 10.14 of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, to secure the Issuers’ obligations under this Security or the Indenture, to make any change that does not, as evidenced by an Opinion of Counsel delivered to the Trustee, materially adversely affect the rights of any Securityholder, to make any change in connection with the registration of the Securities and under the applicable Note GuaranteeSecurities Act or to comply with the TIA, (ii) or any amendment thereto, to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA, to add to the Issuers’ covenants of Parent, or obligations under the Issuer or any of their respective Subsidiaries, Indenture for the benefit protection of the Holders, Holders or to surrender any right right, power or power option conferred upon Parentby the Indenture on the Issuers, or to increase the Issuer Contingent Cash Interest or any other Guarantor by the Indenture; (iii) amount to add any additional Events of Default; (iv) be paid to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectHolders.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate outstanding principal amount at Stated Maturity of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in outstanding principal amount at Stated Maturity outstanding of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Guarantors and the Trustee may amend the Indenture or the Securities (ia) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Company and the Guarantors and the assumption by such successor of the covenants and Obligations of the Issuer, Parent or any other Guarantor, respectively, Company under the Indenture and contained in the Indenture, the Securities and of the applicable Note GuaranteeGuarantors contained in the Indenture and the Guarantees, (iib) to add to the covenants of Parent, the Issuer or any of their respective SubsidiariesCompany, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer Company or any other Guarantor the Guarantors by the Indenture; , (iiic) to add any additional Events of Default; , (ivd) to provide for uncertificated Securities in addition to or in place of certificated Securities; , (ve) to evidence and provide for the acceptance of appointment under the Indenture of a by the successor Trustee; , (vif) to secure the Securities; Securities and/or the Guarantees, (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (xg) to cure any ambiguity in the Indentureambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; , provided that such actions shall will not adversely affect the interests of the Holders in any material respectrespect or (h) to add or release any Guarantor pursuant to the terms of the Indenture. Certain provisions of the Securities and the Indenture may not be amended or waived without the consent of each Holder affected thereby.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect; and (xi) to conform the Indenture or the Securities to any provision of the “Description of the Notes” of the Offering Memorandum to the extent such provision is intended to be a verbatim recitation thereof.

Amendment; Waiver. Subject to certain exceptions set forth This Agreement may be amended or modified and the observance of any term hereof may be waived (either generally or specifically and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written consent executed by (a) the IndentureCompany, (b) the holders of at least 75% of the sum of shares of (i) the Indenture or Senior Preferred Stock and (ii) Selected Common Stock, voting together as a single class on an as converted to Common Stock basis, and (c) the Securities may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority of the Common Stock held by the Common Holders. Any amendment or waiver so effected shall be binding upon the Company and the Stockholders and all of their respective successors and permitted assigns whether or not such party, assignee or other stockholder entered into or approved such amendment or waiver. Notwithstanding the foregoing, (or, a) this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to certain covenants, any Investor without the written consent of at least two-thirds) such Investor to the extent such amendment, termination or waiver adversely affects such Investor in aggregate principal amount of the Outstanding Securities a manner different than other Investors, and (iib) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of a Stockholder shall not be required for any Holder amendment or waiver if such amendment or waiver does not apply to such Stockholder. Notwithstanding the foregoing, Exhibit A hereto may be amended from time to time with no further action on the part of Securitiesthe parties hereto to add subsequent holders of Common Stock (a “New Party”), provided that such New Party shall have executed and delivered an Adoption Agreement substantially in the Issuer form attached hereto as Exhibit C. Upon the execution and the Trustee may amend the Indenture or the Securities (i) to evidence the succession delivery of another Person an Adoption Agreement by a New Party reasonably acceptable to the IssuerCompany, Parent such New Party shall be deemed to be a party hereto as if such New Party’s signature appeared on the signature pages hereto. By their execution hereof or any other Guarantor and the assumption by such successor Adoption Agreement, each of the covenants of parties hereto appoints the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Company as its attorney-in-fact for the benefit purpose of the Holders, or to surrender executing any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture Adoption Agreement which may be inconsistent with required to be delivered hereunder. No waivers of or exceptions to any other term, condition or provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders this Agreement, in any material respectone or more instances, shall be deemed to be, construed as, a further or continuing waiver of any such term, condition or provision.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesholder, the Issuer Issuers and the Trustee may amend the Indenture Indenture, the Notes or the Securities Subsidiary Guarantees (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor (with respect to an Issuer) of the Holders, or to surrender any right or power conferred upon Parent, obligations of an Issuer under the Issuer or any other Guarantor by Indenture and the IndentureNotes; (iii) to add provide for the assumption by a Successor Subsidiary Guarantor (with respect to any additional Events Subsidiary Guarantor), as the case may be, of Defaultthe obligations of a Subsidiary Guarantor under the Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to evidence and provide for conform the acceptance text of appointment under the Indenture Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended by the Issuers to be verbatim recitation of a successor Trusteeprovision in the “Description of Notes” in the Offering Memorandum; (vi) to secure add a guarantee or obligor with respect to the SecuritiesNotes; (vii) to comply with release a Subsidiary Guarantee as permitted by the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Indenture; (viii) to add Note Guarantees to the covenants of the Issuers for the benefit of the holders or to release surrender any Guarantors from Note Guarantees as provided by right or power herein conferred upon the terms of the IndentureIssuers; (ix) to subordinate Note Guarantees comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of the Indenture under the circumstances and to the extent set forth in the IndentureTIA; and (x) to cure make any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any holder; or (xi) to make certain changes to the Holders in any material respectIndenture to provide for the issuance of Additional Notes.

Amendment; Waiver. Subject to certain exceptions set forth This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by (a) the Company, (b) BLUM, so long as BLUM and its Affiliates own in the Indentureaggregate more Common Stock than the aggregate amount of Common Stock owned by any other Person and its Affiliates, and (c) the holders of a majority of the Restricted Securities held by the Securityholders; PROVIDED, HOWEVER that no such amendment, supplement or modification shall adversely affect (i) the Indenture or FS Parties relative to either BLUM fund without the Securities may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Restricted Securities and held by the FS Parties at such time, (ii) any default or noncompliance with any provision may be waived with the Note Investor Parties relative to either BLUM Fund without the prior written consent of the Holders holders of at least a majority in principal amount of the Outstanding Securitiesshares of the Restricted Securities held by the Note Investor Parties at such time, (iii) the Other Non-Management Parties relative to either BLUM Fund without the prior written consent of the holders of a majority of the shares of Common Stock held by the Other Non-Management Parties at such time, and (iv) the Management Parties relative to either BLUM Fund without the prior written consent of the holders of a majority of the shares of Common Stock held by the Management Parties at such time; PROVIDED, FURTHER that no such amendment, supplement or modification shall amend or modify in a manner adverse to Note Investors the agreements herein to which the Class B Securityholders are subject with respect to the voting of shares of voting capital stock without the prior written consent of the holders of a majority of the Restricted Securities held by the Note Investor Parties at such time. Subject to certain exceptions No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the Indentureparty so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including without the consent limitation, any investigation by or on behalf of any Holder of Securitiesparty, the Issuer and the Trustee may amend the Indenture or the Securities (i) will be deemed to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor constitute a waiver by the Indenture; (iii) to add party taking such action of compliance with any additional Events of Default; (iv) to provide for uncertificated Securities in addition to covenants or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture agreements contained herein. The waiver by any party hereto of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms breach of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may of this Agreement will not operate or be inconsistent with construed as a waiver of any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectsubsequent breach.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate outstanding principal amount at Stated Maturity of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in outstanding principal amount at Stated Maturity outstanding of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Guarantors and the Trustee may amend the Indenture or the Securities (ia) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Company and the Guarantors and the assumption by such successor of the covenants and Obligations of the Issuer, Parent or any other Guarantor, respectively, Company under the Indenture and contained in the Indenture, the Securities and of the applicable Note GuaranteeGuarantors contained in the Indenture and the Guarantees, (iib) to add to the covenants of Parent, the Issuer or any of their respective SubsidiariesCompany, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer Company or any other Guarantor the Guarantors by the Indenture; , (iiic) to add any additional Events of Default; , (ivd) to provide for uncertificated Securities in addition to or in place of certificated Certificated Securities; , (ve) to evidence and provide for the acceptance of appointment under the Indenture of a by the successor Trustee; , (vif) to secure the Securities; Securities and/or the Guarantees, (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (xg) to cure any ambiguity in the Indentureambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; , provided that such actions shall will not adversely affect the interests of the Holders in any material respect.respect or (h) to add or release any Guarantor pursuant

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ix) the Indenture or Indenture, the Securities or any Security Document may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities then outstanding (voting as a single class) and (iiy) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuer, the Collateral Agent, the Guarantors and the Trustee may amend the Indenture or Indenture, the Securities or any Security Document (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to provide for the covenants assumption by a Successor Company of Parent, the obligations of the Issuer or any under the Indenture and the Securities in accordance with the terms of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Sections 871(h)(2)(B) and 881(c)(2)(B) of the Code and United States Treasury Regulation Section 5f.103-1(c); (v) to evidence add additional Guarantees or co-obligors with respect to the Securities (including any local law guarantee limitations applicable to any Guarantee) and provide for to release any Guarantees in accordance with the acceptance terms of appointment under the Indenture of a successor TrusteeIndenture; (vi) to secure add to the Securitiescovenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Issuer in accordance with the terms of the Indenture; (vii) to comply with any requirement of the Trust SEC in connection with qualifying or maintaining the qualification of the Indenture Act or under the Securities Act TIA (including Regulation S promulgated thereunderit being agreed that this Indenture need not qualify under the TIA); (viii) to add Note Guarantees or to release make any Guarantors from Note Guarantees as provided by change that does not adversely affect the terms rights of the Indentureany Holder; (ix) to subordinate Note Guarantees under add additional assets as Collateral to secure the circumstances and to the extent set forth in the IndentureSecurities; and (x) to cure any ambiguity provide for the issuance of Additional Conditional Securities in accordance with the Indenture; (xi) to amend the provisions of the Indenture relating to the transfer and legending of Securities as permitted by the Indenture, including to correct or supplement any provision in facilitate the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under issuance of the Securities and the administration of the Indenture; provided provided, however, that (A) compliance with the Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any other applicable securities law and (B) such actions shall amendment does not materially and adversely affect the interests rights of Holders to transfer Securities (as certified by the Holders Issuer in any material respectan Officers’ Certificate to the Trustee); or (xii) to release Collateral from the Lien pursuant to the Indenture and the Security Documents when permitted or required by the Indenture or the Security Documents.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities and the Subsidiary Guarantees may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) or the Holders’ Representative and (ii) any Default or Event of Default (other than (x) with respect to nonpayment or (y) in respect of a provision that cannot be amended without the written consent of each 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 Securities then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) or the Holders’ Representative. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesor the Holders’ Representative, the Issuer Company, the Subsidiary Guarantors and the Trustee may supplement or amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note GuaranteeSubsidiary Guarantees to, (ii) to add to the covenants of Parentamong other things, the Issuer cure any ambiguity, omission, defect or any of their respective Subsidiaries, for the benefit of the Holdersinconsistency, or to surrender any right comply with Article IV or power conferred upon ParentArticle X of the Indenture in respect of the assumption by a successor Company of an obligation of the Company under the Indenture or by a successor Subsidiary Guarantor of obligations under a Subsidiary Guarantee, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) , to evidence and provide for add Guarantees with respect to the acceptance of appointment under the Indenture of a successor Trustee; (vi) Securities, to secure the Securities; (vii) to comply with the Trust Indenture Act Securities or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or any Subsidiary Guarantee, to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth a Subsidiary Guarantor in the Indenture; and (x) to cure any ambiguity in accordance with the Indenture, to correct add additional covenants or supplement surrender rights and powers conferred on the Company, to make any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights under the Indenture of the Holders in any material respectrespect or to conform the text of the Indenture, the Securities or the Subsidiary Guarantees to the “Description of Notes” section of the Offering Memorandum dated October 16, 2014 in certain cases.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ix) the Indenture Indenture, the Securities, any Security Document or the Securities any Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities then outstanding (voting as a single class) and (iiy) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuer, the Collateral Agent, the Guarantors and the Trustee may amend the Indenture Indenture, the Securities, any Security Document or the Securities any Intercreditor Agreement (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to provide for the covenants assumption by a Successor Company of Parent, the obligations of the Issuer or any of their respective Subsidiaries, for under the benefit of Indenture and the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureSecurities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated SecuritiesSecurities (provided however that the uncertificated Securities are issued in registered form for purposes of Sections 871(h)(2)(B) and 881(c)(2)(B) of the Code and United States Treasury Regulation Section 5f.103-1(c)); (v) to evidence and provide for add additional Guarantees or to add obligors with respect to the acceptance of appointment under the Indenture of a successor TrusteeSecurities; (vi) to secure add to the Securitiescovenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Issuer; (vii) to comply with any requirement of the Trust SEC in connection with qualifying or maintaining the qualification of the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) [reserved]; (x) to add Note Guarantees additional assets as Notes Collateral to secure the Securities; (xi) to release a Guarantor in accordance with the provisions of the Indenture, the Security Documents and the Intercreditor Agreement or to release Notes Collateral from the Lien pursuant to the Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by the Indenture, the Security Documents or the Intercreditor Agreements; (xii) to make any Guarantors from Note Guarantees amendment to the provisions of the Indenture relating to the transfer and legending of the Securities as permitted under the Indenture, including, without limitation, to facilitate the issuance and administration of the Securities so long as in any such case the interests of the Holder of the Securities are not adversely affected in any material respect; or (xiii) to modify the Security Documents and/or the Intercreditor Agreements (a) to secure additional extensions of credit and add additional secured creditors holding First Priority Lien Obligations so long as the Incurrence of such First Priority Lien Obligations and related Liens are not prohibited by the provisions of the Indenture, (b) as provided by for in provisions comparable to Section 2.11(b) of the form of Intercreditor Agreement attached as Exhibit D to the Indenture, (c) to add the Issuer or any Guarantor as a party to any Intercreditor Agreement to the extent such party Incurs any Secured Indebtedness that constitutes First Priority Lien Obligations in accordance with the terms of the Indenture; (ix) Indenture or to subordinate Note Guarantees under remove the circumstances and Issuer or any Guarantor as a party to any Intercreditor Agreement to the extent set forth in the Indenture; such party ceases to be bound by any and all First Priority Lien Obligations or (xd) to cure any ambiguity in accommodate and implement the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests Liens contemplated by clause (20)(y) of the Holders in any material respectdefinition of “Permitted Liens”.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Notes, the Guarantees, the Security Documents, the Senior Lien Intercreditor Agreement and/or any Customary Intercreditor Agreements may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes then outstanding and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesholder, the Issuer Issuer, the Collateral Agent and the Trustee may amend the Indenture or Indenture, the Securities Notes, the Subsidiary Guarantees, the Security Documents, the Senior Lien Intercreditor Agreement and/or a Customary Intercreditor Agreement (i) to evidence the succession of another Person cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to the Issuer, Parent or any other Guarantor and provide for the assumption by such successor a Successor Company of the covenants obligations of the Issuer, Parent or any other Guarantor, respectively, in Issuer under the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of ParentNotes, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon ParentSecurity Documents, the Issuer or any other Guarantor by the IndentureSenior Lien Intercreditor Agreement and a Customary Intercreditor Agreement; (iii) to add provide for the assumption by a Successor Subsidiary Guarantor (with respect to any additional Events Subsidiary Guarantor), as the case may be, of Defaultthe obligations of a Subsidiary Guarantor under the Indenture, its Subsidiary Guarantee, the Security Documents, the Senior Lien Intercreditor Agreement, and any Customary Intercreditor Agreement; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee[reserved]; (vi) to secure add a Subsidiary Guarantee or collateral with respect to the SecuritiesNotes; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)[reserved]; (viii) to add Note Guarantees release Collateral or to release any Guarantors from Note Guarantees a Subsidiary Guarantee as provided permitted by the terms of Indenture, the IndentureSecurity Documents, the Senior Lien Intercreditor Agreement, or any Customary Intercreditor Agreement; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in add additional secured creditors holding First-Priority Lien Obligations, Other Second-Lien Obligations or Junior Lien Obligations so long as such obligations are not prohibited by the Indenture; and (x) to cure add to the covenants of the Issuer or any ambiguity Subsidiaries for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer or any Subsidiary; (xi) to comply with any requirement of the SEC in connection with qualifying or maintaining the Indenture, to correct or supplement any provision in qualification of the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the IndentureTIA; provided such actions shall (xii) to make any change that does not adversely affect the interests rights of any holder; (xiii) to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or (xiv) to effect any provision of the Holders Indenture. In addition, the Senior Lien Intercreditor Agreement or any Customary Intercreditor Agreement may be amended without notice to or the consent of any holder, the Trustee or the Collateral Agent in connection with the permitted entry into the Senior Lien Intercreditor Agreement of any material respectclass of additional secured creditors holding First-Priority Lien Obligations or Other Second-Lien Obligations.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Note Documents may be amended without prior notice to any Holder but amended, supplemented or otherwise modified with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes then outstanding and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding. Subject Without notice to certain exceptions set forth in the Indenture, without or the consent of any Holder of Securitiesholder, the Issuer Issuers and the First Lien Trustee may amend or supplement any of the Indenture or Note Documents (including any of the Securities First Lien Collateral Documents) and the Issuer may direct the First Lien Trustee and/or First Lien Collateral Agent, and the First Lien Trustee and/or First Lien Collateral Agent, as applicable, shall enter into an amendment to any of the Note Documents (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add provide for the assumption by a Successor Company (with respect to the covenants Issuer) of Parent, the obligations of the Issuer or under any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureNote Documents; (iii) to add provide for the assumption by a Successor Person (with respect to any additional Events Guarantor or the US Co-Issuer, as applicable), of Defaultthe obligations of a Guarantor or the US Co-Issuer, as applicable, under any of the Note Documents; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee[reserved]; (vi) to secure the SecuritiesNotes or to add additional assets as First Lien Collateral; (vii) to comply confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Trust Indenture Act Notes when such release, termination, discharge or retaking is provided for under the Indenture, the First Lien Collateral Documents or the Securities Act (including Regulation S promulgated thereunder)Intercreditor Agreements, as applicable; (viii) to add Note Guarantees to the covenants of the Parent or the Issuers for the benefit of the holders or to release surrender any Guarantors from Note Guarantees as provided by right or power herein conferred upon the terms of Parent or the IndentureIssuers; (ix) to subordinate Note Guarantees under make any change that does not adversely affect the circumstances and to the extent set forth rights of any holder in the Indentureany material respect; and (x) to cure effect any ambiguity in provision of the Indenture or the other Note Documents or to make changes to the Indenture to provide for the issuance of Additional Notes; (xi) to provide for the release of First Lien Collateral from the Lien pursuant to the Indenture, to correct the First Lien Collateral Documents and the Intercreditor Agreements when permitted or supplement any provision in required by the First Lien Collateral Documents, the Indenture which may be inconsistent with or the Intercreditor Agreements; or (xii) to secure any other provision therein Future First Lien Indebtedness, Future First Lien Indebtedness, Junior Priority Indebtedness, First Priority Obligations or First Priority Obligations to add any other provision with respect to matters or questions arising the extent permitted under the Indenture; provided such actions shall not adversely affect , the interests of First Lien Collateral Documents and the Holders in any material respectIntercreditor Agreements.

Amendment; Waiver. Subject to certain exceptions set forth in and the Indentureprovisions of the Senior Lien Intercreditor Agreement, (i) the Indenture or Senior Lien Intercreditor Agreement, the Securities First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers, Guarantors (as applicable) and the Trustee may amend the Indenture or Senior Lien Intercreditor Agreement, the Securities First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company or Successor Co-Issuer of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Issuers under the IndentureIndenture and the Securities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Note Guarantee; (iv) to comply with Article 5 of the Indenture; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (vprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to evidence and provide for of the acceptance Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of appointment under the Indenture of a successor TrusteeCode); (vi) to add additional assets as Collateral, (vii) to release Collateral from the Lien pursuant to the Indenture and the Security Documents when permitted or required by the Indenture or the Security Documents; (viii) except as expressly permitted by the Indenture, to add additional Note Guarantees with respect to the Securities or to secure the Securities; (viiix) to add additional covenants of the Issuers for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Issuers; (x) to comply with any requirement of the Trust SEC in connection with qualifying, or maintaining the qualification of, the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viiixi) to add Note Guarantees or to release make any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Holder; or (xii) to provide for the issuance of the Holders in Exchange Securities or Additional Securities. In addition, without notice to or consent of any material respectHolder, the Security Documents may be amended to reflect the addition of holders of additional Secured Indebtedness to the extent the grant of Liens to secure such Indebtedness is permitted by the Indenture.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but under certain circumstances with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities 2013 Senior Notes and (ii) any default or noncompliance with any provision certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities2013 Senior Notes. Subject to certain exceptions set forth in the Indenture, without the consent of the Holders of any Holder of Securities2013 Senior Notes, the Issuer Obligor and the Trustee may amend the Indenture or the Securities Indenture: (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Obligor and the assumption by any such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in Obligor under the Indenture, the Securities Indenture and the applicable Note Guarantee, 2013 Senior Notes; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Obligor for the benefit of Holders of the Holders, 2013 Senior Notes or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureObligor; (iii) to add any additional Events events of Defaultdefault for the benefit of Holders of the 2013 Senior Notes; (iv) to provide for uncertificated Securities in addition add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of 2013 Senior Notes in place bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of certificated Securities2013 Senior Notes in uncertificated form; (v) to evidence and provide for secure the acceptance of appointment under the Indenture of a successor Trustee2013 Senior Notes; (vi) to secure the Securitiesadd or appoint a successor or separate Trustee; (vii) to comply with the Trust Indenture Act cure any ambiguity, defect or the Securities Act (including Regulation S promulgated thereunder)inconsistency; (viii) to add Note Guarantees or to release supplement any Guarantors from Note Guarantees as provided by the terms of the Indentureprovisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of 2013 Senior Notes, provided that the interests of the holders of the 2013 Senior Notes are not adversely affected in any material respect; (ix) to subordinate Note Guarantees under make any other change that would not adversely affect the circumstances and to Holders of the extent set forth 2013 Senior Notes in the Indentureany material respect; and (x) to cure make any ambiguity change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; and (xi) to conform the Indenture to the section entitled “Description of Notes” in the Indentureprospectus supplement dated July 13, 2010 relating to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect2013 Senior Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes of such series and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesholder, the Issuer and the Trustee may amend the Indenture Indenture, the Intercreditor Agreement or the Securities Notes (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to provide for the covenants assumption by a Successor Issuer of Parent, the obligations of the Issuer or any of their respective Subsidiaries, for under the benefit of Indenture and the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureNotes; (iii) to add any additional Events provide for the assumption by a Successor Note Guarantor of Defaultthe obligations of a Note Guarantor under the Indenture and its Note Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes (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 evidence and provide for conform the acceptance text of appointment under the Indenture Indenture, Note Guarantees, the Notes or the Intercreditor Agreement, to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a successor Trusteeprovision of the Indenture, Note Guarantees, the Notes or the Intercreditor Agreement; (vi) to secure add a Note Guarantee with respect to the SecuritiesNotes; (vii) to comply with add additional covenants of the Trust Indenture Act Issuer for the benefit of the holders or to surrender rights and powers conferred on the Securities Act (including Regulation S promulgated thereunder)Issuer; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by comply with the terms requirements of the IndentureSEC in order to effect or maintain the qualification of the Indenture under the TIA; (ix) to subordinate Note Guarantees under make any change that does not adversely affect the circumstances and to the extent set forth in the Indenturerights of any holder; and or (x) to cure any ambiguity in provide for the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests issuance of the Holders in any material respectExchange Notes or Additional Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes (which consent may, but need not, be given in connection with any tender offer or exchange offer for the Notes) and (ii) any default or noncompliance with any provision Default and its consequences may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture or the Securities Notes (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Company and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, Company under the Indenture and contained in the Indenture, the Securities and the applicable Note Guarantee, Notes; (ii) to add to the covenants of Parent, the Issuer or any of their respective SubsidiariesCompany, for the benefit of the HoldersHolders of all of the Notes, or to surrender any right or power conferred upon Parent, on the Issuer or any other Guarantor by Company under the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesCertificated Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the SecuritiesNotes; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, or to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision provisions with respect to matters or questions arising under the Indenture; , provided that -------- such actions shall not adversely affect the interests of the Holders of Notes in any material respect; (viii) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; or (ix) to evidence the agreement or acknowledgment of a Subsidiary that it is a Guarantor for all purposes under the Indenture (including, without limitation, Article XI thereof).

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to cure any ambiguity, omission, mistake, defect or inconsistency as certified by the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, ; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities of such series in addition to or in place of certificated Securities; (iii) to comply with the covenant relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders in a transaction that complies with the Indenture; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (viii) to evidence and provide for the acceptance of and appointment under the Indenture of a successor Trustee; (vi) Trustee thereunder pursuant to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenturerequirements thereof; (ix) to subordinate Note Guarantees under provide for the circumstances and issuance of exchange notes or private exchange notes, which are identical to the extent set forth in the Indentureexchange notes except that they are not freely transferable; and (x) to cure add a Guarantor under the Indenture or to release a Guarantor in accordance with the terms of the Indenture and to provide for any ambiguity in local law restrictions required by the jurisdiction of organization of such Guarantor; (xi) to conform the text of the Indenture, the Guarantees or the Securities to correct or supplement any provision of the Offering Memorandum under the caption “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 Guarantees or the Securities as certified by the Issuer; (xii) to make certain changes to the Indenture which may be inconsistent with to provide for the issuance of Additional Securities; or (xiii) to make any other provision therein or amendment to add any other provision with respect the provisions of the Indenture relating to matters or questions arising under the transfer and legending of Securities as permitted by the Indenture, including, without limitation to facilitate the issuance of the Securities and administration of the Indenture; provided provided, however, that (i) compliance with the Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any applicable securities law and (ii) such actions shall amendment does not materially and adversely affect the interests rights of the Holders in any material respectto transfer Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding outstanding Securities and (ii) certain Events of Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Company and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Company for the benefit of the HoldersHolders of Securities, or (ii) to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by Company in the Indenture; , (iii) to add provide for conversion rights of Holders of Securities if any additional Events reclassification or change of Default; the Common Stock or any consolidation, merger or sale of all or substantially all of the Company's assets (iv) to provide for uncertificated the assumption of the Company's obligations to the Holders of Securities in addition the case of a merger, consolidation, conveyance, transfer or lease pursuant to or in place Article 5 of certificated Securities; the Indenture, (v) to evidence and provide for increase the acceptance Conversion Rate; PROVIDED, HOWEVER, that such increase in the Conversion Rate shall not adversely affect the interests of appointment under the Holders of Securities, PROVIDED, FURTHER, HOWEVER, that any adjustments to the Conversion Rate pursuant to the Indenture of a successor Trustee; are not deemed an amendment to the Indenture, (vi) to secure the Securities; (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act under the TIA or in connection with the registration of the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided contemplated by the terms Registration Rights Agreement; PROVIDED, that such modification or amendment does not, in the good faith opinion of the Indenture; Board of Directors, adversely affect the interests of the Holders of the Securities in any material respect, (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (xvii) to cure any ambiguity in the Indenture, or to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein in the Indenture or to which is otherwise defective; PROVIDED, that such modification or amendment does not, in the good faith opinion of the Board of Directors, adversely affect the interests of the Holders of the Securities, (x) add or modify any other provision provisions of the Indenture with respect to matters or questions arising under the Indenture; provided such actions shall Indenture which the Company and the Trustee may deem necessary or desirable and which, in the good faith opinion of the Board of Directors, will not adversely affect the interests of the Holders of Securities; PROVIDED that any addition or modification made solely to conform the provisions of this Indenture to the "Description of Notes" in any material respectthe Offering Memorandum relating to the Securities will not be deemed to adversely affect the interests of the Holders of the Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or Indenture, the Securities Security Documents, any Intercreditor Agreements and the Notes may be amended without prior notice or supplemented (and waivers granted with respect to any Holder but provisions thereof) with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes then outstanding and (iib) any default or noncompliance with any provision thereof may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in supplement the Indenture, the Securities and the applicable Note GuaranteeNotes, (ii) to add to the covenants of Parent, the Issuer any Security Document or any of their respective SubsidiariesIntercreditor Agreement to cure any ambiguity, for the benefit of the Holdersomission, defect or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indentureinconsistency; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (v) to provide for the assumption by a successor corporation of the obligations of the Issuer or a Guarantor to Holders under the Indenture in the case of a merger or consolidation; to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Act; to evidence and provide for the acceptance of appointment under the Indenture of a successor Trusteetrustee; to add one or more Guarantors under this Indenture; to add any additional assets to the Collateral; to release Collateral from the Lien of the Security Documents when permitted or required by this Indenture and the Security Documents; to conform the text of this Indenture, the Notes or any Guarantee to any provision of the section of the Offering Circular entitled “Description of the Notes” to the extent that such provision in the section of the Offering Circular entitled “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or such Guarantee; as necessary to conform the Indenture to any exemptive orders under the Act received by the Issuer or any Guarantor; or to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (viA) to secure the Securities; (vii) to comply compliance with the Trust Indenture Act or as so amended would not result in Notes being transferred in violation of the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; other applicable securities law and (xB) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall amendment does not materially and adversely affect the interests rights of the Holders in any material respectto transfer Notes.

Amendment; Waiver. Subject to certain exceptions set forth in and the Indentureprovisions of the Secured Notes Intercreditor Agreement, (i) the Indenture or Secured Notes Intercreditor Agreement, the Securities First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers, Guarantors (as applicable) and the Trustee may amend the Indenture or Secured Notes Intercreditor Agreement, the Securities First-Priority Intercreditor Agreement, the Junior Lien Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company or Successor Co-Issuer of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Issuers under the IndentureIndenture and the Securities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Note Guarantee; (iv) to comply with Article 5 of the Indenture; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (vprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to evidence and provide for of the acceptance of appointment under the Indenture of a successor TrusteeCode; (vi) to add additional assets as Collateral, (vii) to release Collateral from the Lien pursuant to the Indenture and the Security Documents when permitted or required by the Indenture or the Security Documents; (viii) except as expressly permitted by the Indenture, to add additional Note Guarantees with respect to the Securities or to secure the Securities; (viiix) to add additional covenants of the Issuers for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Issuers; (x) to comply with any requirement of the Trust SEC in connection with qualifying, or maintaining the qualification of, the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viiixi) to add Note Guarantees or to release make any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Holder; or (xii) to provide for the issuance of the Holders in Exchange Securities or Additional Securities. In addition, without notice to or consent of any material respectHolder, the Security Documents may be amended to reflect the addition of holders of additional Secured Indebtedness to the extent the grant of Liens to secure such Indebtedness is permitted by the Indenture.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, the Issuer, the Guarantors and the Trustee may, at any time and from time to time, without the notice to or consent of any Holder Holders of Securities, the Issuer and the Trustee may amend the Indenture or the Securities Securities: (i) to evidence the succession of another Person to the Issuer, Level 3 Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Level 3 Parent or any such other Guarantor, respectively, in the Indenture, in the Securities and Securities, in the applicable Note GuaranteeGuarantee and in the applicable Note Collateral Documents, as applicable; (ii) to add to the covenants of Level 3 Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Level 3 Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or a successor Note Collateral Agent in each case pursuant to the requirements of the Indenture; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (xa) to cure any ambiguity ambiguity, mistake, omission, defect, inconsistency, or obvious error in the Indenture, to or (b) correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein therein, or to add any other provision with respect to matters or questions arising under the Indenture; provided that, with respect to the foregoing clause (ix)(b), such actions shall not adversely affect the interests of the Holders in any material respect; (x) to conform the Note Documents to any provision of the “Description of the Notes” of the Offering Memorandum to the extent such provision is intended to be a verbatim recitation thereof; or (xi) to add additional assets as Collateral or to release any Collateral from the liens securing the Securities, in each case pursuant to the terms of the Indenture and the Note Collateral Documents, as and when permitted or required by the Indenture or the Note Collateral Documents. The intercreditor provisions of the Note Collateral Documents and any other applicable intercreditor agreement may be amended, waived or otherwise modified from time to time with the consent of the parties thereto. In addition, the Issuer may, without the consent of any other party thereto, amend the Note Collateral Documents and any other applicable intercreditor agreement to designate Debt as “Additional First Lien Obligations”, or as any other Debt subject to the terms and provisions of such agreement.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Notes, the Guarantees, the Security Documents, the Intercreditor Agreements and the Escrow Agreement may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes then outstanding and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding. Subject to certain exceptions set forth in The Issuer, the Trustee and the Notes Collateral Agent may amend the Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreements or the Escrow Agreement without notice to or the consent of any Holder of Securities, the Issuer and the Trustee may amend the Indenture or the Securities holder (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add provide for the assumption by a Successor Issuer (with respect to the covenants Issuer) of Parent, the obligations of the Issuer or any of their respective Subsidiaries, for under the benefit of Indenture and the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureNotes; (iii) to add provide for the assumption by a Successor Guarantor (with respect to any additional Events Guarantor) of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that uncertificated Notes are in registered form for purposes of Section 163(f) of the Code; (v) to evidence and provide for conform the acceptance text of appointment under the Indenture Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreements or the Escrow Agreement to any provision of a successor Trusteethe “Description of Secured Notes” in the Offering Memorandum; (vi) to secure add a Guarantee with respect to the SecuritiesNotes; (vii) to comply with add Collateral to secure the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Notes; (viii) to add Note Guarantees release a Guarantor from its Guarantee when permitted or to release any Guarantors from Note Guarantees as provided by required under the terms of the Indenture; (ix) to subordinate Note Guarantees add to the covenants of the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (x) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, the Indenture under the circumstances and TIA; (xi) to make any change that does not adversely affect the rights of any holder in any material respect in the good faith determination of the Issuer; (xii) to effect any provision of the Indenture or to make changes to the extent Indenture to provide for the issuance of Additional Notes; (xiii) to make, complete or confirm any grant of a Lien or security interest in any property or assets as additional Collateral securing the Notes Obligations, including when permitted or required by the Indenture or the Security Document; (xiv) to release, terminate and/or discharge Collateral from the Lien securing the Notes Obligations when permitted or required by the Indenture, the Security Documents or any Intercreditor Agreement; (xv) to add Additional Secured Parties to any Intercreditor Agreement or any Security Document; (xvi) to enter into any intercreditor agreement having substantially similar terms with respect to the holders as those set forth in the IndenturePari Passu Intercreditor Agreement, taken as a whole; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision enter an Acceptable Junior Intercreditor Agreement under circumstances provided in the Indenture which may and to enter any joinder to any of the foregoing; (xvii) to execute or amend any Security Document, any Intercreditor Agreement or the Escrow Agreement (or any supplement or joinder to any of the foregoing) under circumstances provided in the Indenture or therein; or (xviii) in the case of any Security Document, to include therein any legend required to be inconsistent set forth therein pursuant to the applicable Intercreditor Agreement or to modify any such legend as required by the applicable Intercreditor Agreement to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Senior Secured Credit Agreement or any other provision therein or to add any other provision with respect to matters or questions arising under agreement that is not prohibited by the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Notes, the Subsidiary Guarantees, the Security Documents and the Senior Lien Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes then outstanding and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesholder, the Issuer Issuers, the Collateral Agent and the Trustee may amend the Indenture or Indenture, the Securities Notes, the Subsidiary Guarantees, the Security Documents and/or the Senior Lien Intercreditor Agreement (i) to evidence the succession of another Person cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to the Issuer, Parent or any other Guarantor and provide for the assumption by such successor a Successor Company (with respect to an Issuer) of the covenants obligations of the Issuer, Parent or any other Guarantor, respectively, in an Issuer under the Indenture, the Securities Notes, the Security Documents and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureSenior Lien Intercreditor Agreement; (iii) to add provide for the assumption by a Successor Subsidiary Guarantor (with respect to any additional Events Subsidiary Guarantor), as the case may be, of Defaultthe obligations of a Subsidiary Guarantor under the Indenture, its Subsidiary Guarantee, the Security Documents and the Senior Lien Intercreditor Agreement; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee[reserved]; (vi) to secure add a Subsidiary Guarantee or collateral with respect to the SecuritiesNotes; (vii) to comply with release collateral as permitted by the Trust Indenture Act or Indenture, the Securities Act (including Regulation S promulgated thereunder)Security Documents and the Senior Lien Intercreditor Agreement; (viii) to add Note Guarantees or to release comply with any Guarantors from Note Guarantees as provided by the terms requirement of the Indenture; SEC in connection with qualifying or maintaining the qualification of the Indenture under the TIA, (ix) to subordinate Note Guarantees under the circumstances and add to the extent set forth in covenants of the IndentureIssuers for the benefit of the holders or to surrender any right or power herein conferred upon the Issuers; and (x) to cure make any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of the Holders any holder in any material respect; or (xi) to make changes to provide for the issuance of Additional Notes or Exchange Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or (xii) to effect any provision of the Indenture. In addition, the Senior Lien Intercreditor Agreement may be amended without notice to or the consent of any holder, the Trustee or the Collateral Agent in connection with the permitted entry into the Senior Lien Intercreditor Agreement of any class of additional secured creditors holding First-Priority Lien Obligations or Other Second-Lien Obligations.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but under certain circumstances with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities 2023 Senior Notes and (ii) any default or noncompliance with any provision certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities2023 Senior Notes. Subject to certain exceptions set forth in the Indenture, without the consent of the Holders of any Holder of Securities2023 Senior Notes, the Issuer Obligor and the Trustee may amend the Indenture or the Securities Indenture: (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Obligor and the assumption by any such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in Obligor under the Indenture, the Securities Indenture and the applicable Note Guarantee, 2023 Senior Notes; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Obligor for the benefit of Holders of the Holders, 2023 Senior Notes or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureObligor; (iii) to add any additional Events events of Defaultdefault for the benefit of Holders of the 2023 Senior Notes; (iv) to provide for uncertificated Securities in addition add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of 2023 Senior Notes in place bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of certificated Securities2023 Senior Notes in uncertificated form; (v) to evidence and provide for secure the acceptance of appointment under the Indenture of a successor Trustee2023 Senior Notes; (vi) to secure the Securitiesadd or appoint a successor or separate Trustee; (vii) to comply with the Trust Indenture Act cure any ambiguity, defect or the Securities Act (including Regulation S promulgated thereunder)inconsistency; (viii) to add Note Guarantees or to release supplement any Guarantors from Note Guarantees as provided by the terms of the Indentureprovisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of 2023 Senior Notes, provided that the interests of the holders of the 2023 Senior Notes are not adversely affected in any material respect; (ix) to subordinate Note Guarantees under make any other change that would not adversely affect the circumstances and to Holders of the extent set forth 2023 Senior Notes in the Indentureany material respect; and (x) to cure make any ambiguity change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; and (xi) to conform the Indenture to the section entitled “Description of Notes” in the Indentureprospectus supplement dated June 18, 2013 relating to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect2023 Senior Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Debentures, the Debenture Guarantees or the Securities Collateral Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding SecuritiesDebentures and (ii) any existing default or noncompliance with any provision of the Indenture, the Debentures, Debenture Guarantees, or the Collateral Documents (other than payment of principal, premium, if any, and interest) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Debentures. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesDebentureholder, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in supplement the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of ParentDebentures, the Issuer or any of their respective Subsidiaries, for the benefit of the HoldersDebenture Guarantees, or the Collateral Documents to surrender cure any right ambiguity, defect or power conferred upon Parentinconsistency, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Debentures in addition to or in place of certificated Securities; Debentures (vprovided that the uncertificated Debentures are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Debentures are described in Section 163(f)(2)(B) of the Code), to evidence and provide for the acceptance assumption of appointment the Issuer's or any Guarantor's obligations to Holders of Debentures in the case of a merger, consolidation or sale of assets, to release any Debenture Guarantee or any Collateral or to release or subordinate the Lien on any Collateral on account of Permitted Liens permitted to be granted to third parties, or amend, restate and/or assign the Collateral Documents in connection with a refinancing of the Senior Debt, in each case in accordance with the provisions of the Indenture and the Collateral Documents, to provide for additional Guarantors, to add Collateral, to make any change that would provide any additional rights or benefits to the Holders of Debentures or that, as determined by the General Partner of the Issuer in good faith, does not materially adversely affect the legal rights of any such Holder under the Indenture of a successor Trustee; (vi) to secure Indenture, the Securities; (vii) Debentures, the Debenture Guarantees or the Collateral Documents or to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms requirements of the Indenture; (ix) SEC in order to subordinate Note Guarantees effect or maintain the qualification of the Indenture under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectTIA.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers, Guarantors and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add conform any provision to the covenants “Description of Parent, New Senior Subordinated Notes” in the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureOffering Memorandum; (iii) to add any additional Events provide for the assumption by a Successor Company of Defaultthe obligations of the Issuers under the Indenture and the Securities; (iv) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under the Indenture and its Guarantee; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (vprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to evidence and provide for of the acceptance Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of appointment under the Indenture of a successor TrusteeCode); (vi) to secure add Guarantees with respect to the Securities; (vii) to comply with add additional covenants of the Trust Indenture Act Issuers for the benefit of the Holders or to surrender rights and powers conferred on the Securities Act (including Regulation S promulgated thereunder)Issuers; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by comply with the terms requirements of the IndentureSEC in order to effect or maintain the qualification of the Indenture under the TIA; (ix) to subordinate Note Guarantees under make any change that does not adversely affect the circumstances and to the extent set forth in the Indenturerights of any Holder; and (x) to cure any ambiguity provide for the issuance of the Exchange Securities or Additional Securities; (xi) in the Indentureevent that Securities are issued in certificated form, to correct or supplement any provision in make appropriate changes to the Indenture which may be inconsistent with any other provision therein to reflect an approximate minimum denomination of certificated Securities and to establish minimum redemption amounts for certificated Securities; or (xii) to add any other provision with respect to matters or questions arising under clarify the Indenture; provided such actions shall not adversely affect the interests procedures for adjustment of the Holders Securities in any material respectaccordance with the terms thereof upon the consummation of the Merger.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes then outstanding and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesThe Company, the Issuer Guarantors and the Trustee may amend the Indenture Indenture, the Notes and the Guarantees without notice to or the Securities consent of any holder (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add provide for the assumption by a Successor Company (with respect to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit Company) of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Company under the IndentureIndenture and the Notes; (iii) to add provide for the assumption by a Successor Guarantor (with respect to any additional Events Guarantor), as the case may be, of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities certificated Notes in addition to or in place of certificated Securitiesuncertificated Notes; (v) to evidence and provide for conform the acceptance text of appointment under the Indenture Indenture, the Notes or the Guarantees to any provision of a successor Trusteethe “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to secure add a Guarantee with respect to the Securities; Notes, (vii) to comply with add collateral to secure the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Notes; (viii) to add Note Guarantees release a Guarantor from its Guarantee when permitted or to release any Guarantors from Note Guarantees as provided by required under the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and add to the extent set forth in covenants of the IndentureCompany for the benefit of the holders or to surrender any right or power herein conferred upon the Company; and (x) to cure comply with any ambiguity requirement of the SEC in connection with qualifying or maintaining the Indenturequalification of, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the IndentureTIA (if applicable); provided such actions shall (xi) to comply with the rules of any applicable securities depositary; (xii) to make any amendment to the provisions of the Indenture relating to the transfer and legending of the notes; (xiii) to evidence and provide for the acceptance and appointment under the Indenture of a successor trustee thereunder pursuant to the requirements thereof; (xiv) to make any change that does not adversely affect the interests rights of the Holders any holder in any material respect; or (xv) to effect any provisions of the Indenture or to make changes to the Indenture to provide for the issuance of Additional Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, Notes, the Intercreditor Agreements or the Securities Security Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes (voting as a single class) (which consents may be obtained in connection with a tender offer or exchange for the Notes) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes (which consents may be obtained in connection with a tender offer or exchange for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer and the Trustee may amend the Indenture Indenture, the Notes, the Intercreditor Agreements or the Securities any Security Document (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect, mistake or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants comply with Article V of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes (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); (iv) to add Note Guarantees with respect to the Notes; (v) to evidence and provide for secure the acceptance of appointment Notes, to add additional assets as Collateral, to release Collateral as permitted under the Indenture, the Security Documents or the Intercreditor Agreements, to add additional secured creditors holding ABL Obligations, Other First Priority Lien Obligations, Junior Lien Obligations or additional First Priority Lien Obligations so long as such obligations are not prohibited by the Indenture of a successor Trusteeor the Security Documents; (vi) to secure amend, modify or enter into the SecuritiesIndenture, the Security Documents or the Intercreditor Agreements in connection with the Transactions; (vii) to comply with add additional covenants of the Trust Indenture Act Issuer for the benefit of the Holders or to surrender rights and powers conferred on the Securities Act (including Regulation S promulgated thereunder)Issuer; (viii) to add Note Guarantees comply with the requirements of (A) the Commission in order to effect or to release any Guarantors from Note Guarantees as provided by maintain the terms qualification of the IndentureIndenture under the TIA or (B) the Intercreditor Agreements; (ix) to subordinate Note Guarantees under make any change that does not adversely affect the circumstances and to the extent set forth in the Indenturerights of any Holder; and or (x) to cure any ambiguity provide for the issuance of Additional Notes. Without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the IndentureNotes then outstanding (which consents may be obtained in connection with a tender offer or exchange for the Notes), to correct no amendment or supplement any provision in waiver may (i) release all or substantially all of the Collateral from the Lien of the Indenture which may be inconsistent with any other provision therein or to add any other provision and the Security Documents with respect to matters the Notes, subject to the terms of the Intercreditor Agreements or questions arising under (ii) make any change in the Indenture; provided provisions in the Intercreditor Agreements or the Indenture or any material change in the provisions in the Security Documents, in each case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to such actions shall not Collateral that would adversely affect the interests holders of the Holders in any material respectNotes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities of this series (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Securities of this series. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers, Guarantors and the Trustee may amend the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Issuers under the IndentureIndenture and the Securities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated SecuritiesSecurities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to evidence and provide for add Guarantees with respect to the acceptance of appointment under the Indenture of a successor TrusteeSecurities; (vi) to secure add additional covenants of the SecuritiesIssuers for the benefit of the Holders or to surrender rights and powers conferred on the Issuers; (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viii) to add Note Guarantees or to release make any Guarantors from Note Guarantees as provided by change that does not adversely affect the terms rights of the Indentureany Holder; (ix) to subordinate Note Guarantees under provide for the circumstances and to issuance of the extent set forth in the IndentureExchange Securities or Additional Securities; and (x) to cure any ambiguity in add additional assets as Collateral, and (xi) to release Collateral from the Lien pursuant to the Second Priority Senior Secured Note Indenture, to correct the Security Documents and the Intercreditor Agreement when permitted or supplement any provision in required by the Second Priority Senior Secured Note Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectSecurity Documents.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding outstanding Securities and (ii) certain Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Company and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Company for the benefit of the HoldersHolders of Securities, or (ii) to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by Company in the Indenture; , (iii) to add provide for conversion rights of Holders of Securities if any additional Events reclassification or change of Default; the Company's Shares or any consolidation, merger or sale of the Company's assets substantially as an entirety occurs, (iv) to provide for uncertificated the assumption of the Company's obligations to the Holders of Securities in addition the case of a merger, consolidation, conveyance, transfer or lease pursuant to or in place Article V of certificated Securities; the Indenture, (v) to evidence increase the Conversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and provide for the acceptance other consequences of appointment under the Indenture of a successor Trustee; such increase), (vi) to secure the Securities; (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act under the TIA, (vii) to make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (including Regulation S promulgated thereunder); as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indentureambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or which is otherwise defective, or to add make any other provision provisions with respect to matters or questions arising under the Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of the Indenture; provided provided, however, that such actions shall action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, and (ix) to add or modify any other provisions in the Indenture with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of Securities in any material respect.

Amendment; Waiver. Subject 97 10.10 Waiver of Conflict; Treatment of Company Confidential Information. .............. 97 10.11 Interpretation. ....................................................................................................... 98 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of January 12, 2021 by and among Qualcomm Technologies, Inc., a Delaware corporation (“Acquiror”), Nile Acquisition Corporation, a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Acquiror, XxXxx, Inc., a Delaware corporation (the “Company”) and, solely in its capacity as the representative, agent and attorney-in-fact for the Effective Time Holders, Shareholder Representative Services LLC, a Colorado limited liability company (“Securityholders’ Agent”). RECITALS A. The Company, Acquiror and Merger Sub believe it is in the best interests of their respective companies and the stockholders of their respective companies that the Company and Merger Sub combine into a single company through the statutory merger of Merger Sub with and into the Company (the “Merger”) and, in furtherance thereof, the Boards of Directors of the Company and Merger Sub have approved the Merger; B. In connection with the Merger, the outstanding shares of Company Capital Stock at the Effective Time will be converted into the right to receive the Merger Consideration upon the terms and subject to the conditions of this Agreement; C. Acquiror will deposit the Escrow Amount with the Escrow Agent, the release of which will be contingent upon the occurrence of certain exceptions events and the satisfaction of certain conditions as set forth in Sections 2.10 and 9 and as set forth in the IndentureEscrow Agreement; D. The Company, Acquiror and Merger Sub desire to make certain representations and warranties and other agreements in connection with the Merger; E. Prior to delivery of this Agreement, and as a condition and inducement for Acquiror’s willingness to have entered into this Agreement, each Founder and each Key Employee has executed and delivered to Acquiror the Non-Competition and Non-Solicitation Agreements in the form attached hereto as Exhibit A (each, a “Non-Competition and Non-Solicitation Agreement”) in each case, to become effective upon the Closing; F. Prior to delivery of this Agreement, and as a condition and inducement for Acquiror’s willingness to have entered into this Agreement, each Founder and each Key Employee has executed and delivered to Acquiror an offer letter or an employment agreement (in Acquiror’s discretion), a terms of employment agreement, and an invention disclosure, confidentiality, and proprietary rights agreement with Acquiror or one of its Subsidiaries (as determined by Acquiror in its sole discretion), in each case, to become effective upon the Closing (the “Key Employee Agreements”); and G. Promptly following the execution of this Agreement, but in any event within twenty-four (24) hours thereafter, in order to induce Acquiror and Merger Sub to enter into this Agreement, the stockholders of the Company listed on Schedule 1.1(a) (the “Required Stockholders”) shall deliver to Acquiror (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent an executed Action by Written Consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.the

Amendment; Waiver. Subject to certain exceptions set forth in and the Indentureprovisions of the Senior Lien Intercreditor Agreement, (i) the Indenture or Senior Lien Intercreditor Agreement, the Securities First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers, Guarantors (as applicable) and the Trustee may amend the Indenture or Senior Lien Intercreditor Agreement, the Securities First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, each Other Intercreditor Agreement and the Note Documents (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company or Successor Co-Issuer of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Issuers under the IndentureIndenture and the Securities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Note Guarantee; (iv) to comply with Article 5 of the Indenture; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (vprovided, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to evidence and provide for of the acceptance Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of appointment under the Indenture of a successor TrusteeCode); (vi) to add additional assets as Collateral, (vii) to release Collateral from the Lien pursuant to the Indenture and the Security Documents when permitted or required by the Indenture or the Security Documents; (viii) except as expressly permitted by the Indenture, to add additional Note Guarantees with respect to the Securities or to secure the Securities; (viiix) to add additional covenants of the Issuers for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Issuers; (x) to comply with any requirement of the Trust SEC in connection with qualifying, or maintaining the qualification of, the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viiixi) to add Note Guarantees or to release make any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Holder; or (xii) to provide for the issuance of the Holders in Exchange Securities or Additional Securities. In addition, without notice to or consent of any material respectHolder, the Security Documents may be amended to reflect the addition of holders of additional Secured Indebtedness to the extent the grant of Liens to secure such Indebtedness is permitted by the Indenture.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture with respect to the Fixed Rate Securities or the Fixed Rate Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of all of the Outstanding Fixed Rate Securities then outstanding voting as a single class and (ii) any default or noncompliance Default with any provision respect to the Fixed Rate Securities may be waived with the written consent of the Holders of at least a majority in principal amount of all of the Outstanding SecuritiesFixed Rate Securities then outstanding voting as a single class. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Fixed Rate Securities, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend the Indenture with respect to the Fixed Rate Securities or the Fixed Rate Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a successor corporation of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Company under the Indenture in compliance with Article 5 of the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Guarantees with respect to the Fixed Rate Securities or to confirm and evidence the release, termination or discharge of any such Guarantee or security when such release, termination or discharge is permitted under the Indenture; (v) to evidence and provide add additional covenants for the acceptance benefit of appointment under the Indenture Holders of a successor Trusteethe Fixed Rate Securities or to surrender rights and powers conferred on the Company; (vi) to secure make any change that does not adversely affect the Securitiesrights of any Holder of Fixed Rate Securities in any material respect, subject to the provisions of the Indenture; (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viii) to add Note Guarantees make any amendment to provisions of the Indenture relating to form, authentication, transfer and legending of the Fixed Rate Securities; provided, however, that compliance with the Indenture as so amended would not result in Fixed Rate Securities being transferred in violation of the Securities Act; or (ix) to release any Guarantors from Note Guarantees as provided by provide for the issuance of the Fixed Rate Exchange Securities or Additional Fixed Rate Securities in accordance with the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities to (i) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (ii) evidence the succession of another Person to the IssuerCompany, Parent or any other Guarantor successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Issuer, Parent Company or any other Guarantor, respectively, in Subsidiary Guarantor under the Indenture, the Securities and the applicable Note Guarantee, (ii) to add Indenture pursuant to the covenants provisions described under Article 5 of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) add to add any additional Events the covenants of Defaultthe Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes; (iv) cure any ambiguity or correct or supplement any provision contained in the Indenture that may be defective or inconsistent with any other provision contained in the Indenture, or make such other provisions in regard to provide for uncertificated Securities in addition to matters or in place questions arising under the Indenture as the Board of certificated SecuritiesDirectors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of by a successor Trustee; (vi) Trustee with respect to secure the Securities; (vii) Notes and add to comply with or A‑8 change any of the Trust provisions of the Indenture Act as shall be necessary to provide for or facilitate the Securities Act (including Regulation S promulgated thereunder); (viii) administration of the trusts under the Indenture by more than the one Trustee pursuant to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms requirements of the Indenture; (ixvi) provide for uncertificated Notes in addition to subordinate Note or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (vii) add additional Guarantees under the circumstances and with respect to the extent set forth Notes and release any Subsidiary Guarantor in accordance with the Indenture; and (viii) provide for the issuance of Additional Notes; (ix) conform the text of this Indenture or the Notes to any provision of the Description of Notes in the offering memorandum related to the Notes issued on the Issue Date; or (x) to cure comply with any ambiguity requirement of the SEC in connection with the Indenture, to correct or supplement any provision in qualification of the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectTIA.

Amendment; Waiver. Subject This Agreement may be amended or modified only by an instrument in writing duly executed by the Representative and Parent. At any time, the Representative or Parent may: (a) extend the time for the performance of any of the obligations or other acts of the parties hereto; provided, that the Representative may not extend the time for the performance of any of the obligations or other acts of the Company, the Representative or any of the Sellers; provided, further that Parent may not extend the time for the performance of any of the obligations or other acts of Parent; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; provided, that the Representative may not waive any inaccuracies in the representations and warranties of the Company, the Representative or any of the Sellers contained herein or in any document delivered pursuant hereto; provided, further that Parent may not waive any inaccuracies in the representations and warranties of Parent contained herein or in any document delivered pursuant hereto or (c) waive compliance with any of the covenants, agreements or conditions contained herein, to certain exceptions the extent permitted by applicable Law; provided, that the Representative may not waive non-compliance with any of the covenants, agreements or conditions of the Company, the Representative or any of the Sellers contained herein; provided, further, that Parent may not waive non-compliance with any of the covenants, agreements or conditions of Parent contained herein. Any agreement to any such extension or waiver will be valid only if set forth in a writing signed by the IndentureRepresentative, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent on behalf of the Holders Sellers if the Sellers are making the waiver, or Parent, if Parent is making the waiver. No waiver of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent hereunder or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent breach or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition default thereof shall extend to or affect in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with way any other provision therein or prior or subsequent breach or default. Receipt by Parent of any of the agreements, instruments, certificates or documents delivered pursuant to add any other provision with respect to matters or questions arising under the Indenture; provided such actions Section 3.2 shall not adversely affect be deemed to be an agreement by Parent that the interests information or statements contained therein are true, correct or complete, and shall not diminish Parent’s remedies hereunder if any of the Holders in any material respectforegoing agreements, instruments, certificates or documents are not true, correct or complete.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesholder, the Issuer and the Trustee may amend the Indenture or the Securities Notes, provided that such amendment does not adversely affect the rights of any holder of Notes, it being understood that the taking of any action otherwise expressly contemplated by the Indenture shall not be adverse to the rights of such holders: (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to provide for the covenants assumption by a Successor Issuer of Parent, the obligations of the Issuer or any of their respective Subsidiaries, for under the benefit of Indenture and the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureNotes; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (iv) to add a guarantor or collateral with respect to the Notes or to secure the Notes; (v) to evidence and provide for permit the acceptance of appointment under the Indenture of a successor TrusteeTransactions in accordance with their terms; (vi) to secure add to the Securitiescovenants of the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (vii) to comply with any requirement of the Trust SEC in connection with qualifying or maintaining the qualification of, this Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viii) to make changes to provide for the issuance of any Additional Notes (including, without limitation, to add Note Guarantees customary registration rights, exchange mechanics and related provisions), which shall have terms substantially identical in all material respects to the Original Notes, or and which shall be treated, together with any outstanding Original Notes, as a single issue of securities; (ix) upon the occurrence of a Share Exchange Event, solely (A) to release any Guarantors from Note Guarantees provide that the Notes are convertible into Reference Property, as provided by required under Section 10.08, and (B) to effect the related changes to the terms of the Indenture; (ix) to subordinate Note Guarantees Notes required under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in Section 10.08 of the Indenture, to correct or supplement any provision in each case, in accordance with the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectapplicable provisions thereof.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesholder, the Issuer Issuers and the Trustee may amend the Indenture Indenture, the Notes or the Securities Subsidiary Guarantees (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor (with respect to an Issuer) of the Holders, or to surrender any right or power conferred upon Parent, obligations of an Issuer under the Issuer or any other Guarantor by Indenture and the IndentureNotes; (iii) to add provide for the assumption by a Successor Subsidiary Guarantor (with respect to any additional Events Subsidiary Guarantor), as the case may be, of Defaultthe obligations of a Subsidiary Guarantor under the Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code; (v) to evidence and provide for conform the acceptance text of appointment under the Indenture Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision of the Indenture, the Notes or the Subsidiary Guarantees was intended by the Issuers to be a verbatim recitation of a successor Trusteeprovision of the “Description of Notes” in the Offering Memorandum; (vi) to secure add a guarantee or obligor with respect to the SecuritiesNotes; (vii) to comply with secure the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Notes; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees a Subsidiary Guarantee as provided permitted by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and add to the extent set forth in covenants of the IndentureIssuers for the benefit of the holders or to surrender any right or power herein conferred upon the Issuers; and (x) to cure comply with any ambiguity requirement of the SEC in connection with qualifying or maintaining the Indenture, to correct or supplement any provision in qualification of the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the IndentureTIA; provided such actions shall (xi) to make any change that does not adversely affect the interests rights of any holder; or (xii) to make certain changes to the Holders in any material respectIndenture to provide for the issuance of Additional Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to provide for the covenants assumption by a Successor Company of Parent, the obligations of the Issuer or any of their respective Subsidiaries, for under the benefit of Indenture and the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureSecurities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to 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 a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to add additional Guarantees with respect to the Securities; (vvi) to make any change that would provide additional rights or benefits to the Holders or that does not adversely affect Appendix A - 11 US-DOCS\124080491.2 the legal rights of the Holders; (vii) to make changes relating to the transfer and legending of the Securities; (viii) to secure the Securities; (ix) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Guarantor; (x) to make any change that does not adversely affect the rights of any Holder in any material respect; (xi) to effect any provision of the Indenture; (xii) to provide for the issuance of the Additional Securities, as defined in the Indenture; (xiii) to evidence and provide for the acceptance of and appointment under the Indenture of a successor TrusteeTrustee thereunder pursuant to the requirements thereof; or (vixiv) to secure conform the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms text of the Indenture; (ix) , Guarantees or Securities to subordinate Note Guarantees under any provision of the circumstances and to section entitled “Description of the extent set forth Notes” in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectOffering Memorandum.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesholder, the Issuer and the Trustee may amend the Indenture Indenture, the Security Documents, the First Lien Intercreditor Agreement or the Securities Notes (i) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (ii) to the Issuer, Parent or any other Guarantor and provide for the assumption by such successor a Successor Issuer of the covenants obligations of the IssuerIssuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Pledgor of the obligations of a Subsidiary Pledgor under the Indenture and the Security Documents; (iv) to add a Guarantor with respect to the Notes pursuant to Section 4.11 of the Indenture; (v) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, Parent however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or any other Guarantor, respectively, in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (vi) to conform the text of the Indenture, the Securities and Notes, the applicable Note GuaranteeSecurity Documents, the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement to any provision of the “Description of Notes” in 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 Notes, the Security Documents, the First Lien Intercreditor Agreement, or the Second Lien Intercreditor Agreement; (iivii) to add a Subsidiary Pledgor with respect to the Notes or to add Collateral to secure the Notes; (viii) to release Collateral as permitted by the Indenture or the First Lien Intercreditor Agreement; (ix) to add additional secured creditors holding Other First Priority Lien Obligations or Second Lien Notes Obligations so long as such obligations are not prohibited by the Indenture or the Security Documents; (x) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, holders or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iiixi) to add comply with any additional Events requirement of Defaultthe SEC in connection with qualifying or maintaining the qualification of, the Indenture under the TIA; (ivxii) to make any change that does not adversely affect the rights of any holder; (xiii) to provide for uncertificated Securities the issuance of the Exchange Notes or Additional Notes, which shall have terms substantially identical in addition all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or in place of certificated Securities; (vxiv) to evidence and provide for consummate the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply HOC Assumption in accordance with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms Article XIV of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Notes, the Subsidiary Guarantees, the Intercreditor Agreement and the Collateral Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes) and (ii) any default (other than (x) with respect to nonpayment or (y) in respect of a provision that cannot be amended without the written consent of each 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 Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend the Indenture Indenture, the Notes, the Subsidiary Guarantees, the Intercreditor Agreement or the Securities (i) Collateral Documents to evidence cure any ambiguity, omission, defect or inconsistency, or to comply with Article IV or Article X of the succession Indenture in respect of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor a Successor Company of an obligation of the covenants Company under the Indenture or by a Successor Guarantor of obligations under a Subsidiary Guarantee, or to provide for or facilitate the Issuerissuance of uncertificated Notes in addition to or in place of certificated Notes, Parent or to comply with the rules of any other Guarantorapplicable depositary, respectivelyor to add Guarantees with respect to the Notes or to secure the Notes, or to release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary or otherwise in accordance with the Indenture, to release Liens in favor of the Securities and Collateral Agent in the applicable Note GuaranteeCollateral as provided under the collateral release provisions, (ii) or to add to the covenants of Parent, the Issuer Company and its Restricted Subsidiaries or any Events of their respective Subsidiaries, Default for the benefit of the Holders or to make changes that would provide additional rights to the Holders, or to surrender any right or power conferred upon Parent, the Issuer Company or any other Guarantor by Subsidiary Guarantor, or to make any change that does not adversely affect the Indenture; (iii) to add rights of any additional Events of Default; (iv) to provide for uncertificated Securities Holder in addition to any material respect, or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust requirement of the SEC in connection with the qualification of the Indenture Act under the TIA, as amended, if applicable, or to provide for the appointment of a successor trustee, or to enter into a Permitted Junior Lien Intercreditor Agreement, or to conform the text of the Indenture, the Notes, Subsidiary Guarantees, the Collateral Documents or the Securities Act (including Regulation S promulgated thereunder); (viii) Intercreditor Agreement to add Note Guarantees the “Description of the Notes” section of the Offering Circular or to release any Guarantors from Note Guarantees as provided by provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture; . Without the consent of the Holders of at least 66 2/3% of the aggregate principal amount of the Notes then outstanding (ixincluding, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment, supplement or waiver may (1) to subordinate Note Guarantees under modify any Collateral Document or the circumstances and provisions in the Indenture dealing with Collateral Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the extent set forth Holders or otherwise release any Collateral other than in the Indenture; and (x) to cure any ambiguity in accordance with the Indenture, the Collateral Documents and the Intercreditor Agreement; or (2) modify the Intercreditor Agreement in any manner adverse to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectrespect other than in accordance with the terms of the Indenture, the Collateral Documents and the Intercreditor Agreement.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding outstanding Securities and (ii) certain Events of Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Company and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Company for the benefit of the HoldersHolders of Securities, or (ii) to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by Company in the Indenture; , (iii) to add provide for conversion rights of Holders of Securities if any additional Events reclassification or change of Default; the Company's Common Stock or any consolidation, merger or sale of the Company's assets substantially as an entirety occurs, (iv) to provide for uncertificated the assumption of the Company's obligations to the Holders of Securities in addition the case of a merger, consolidation, conveyance, transfer or lease pursuant to or in place Article 5 of certificated Securities; the Indenture, (v) to increase the Conversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other consequences of such increase), (vi) to establish the form of Securities if issued in definitive form, (vii) to evidence and provide for the acceptance of the appointment under the Indenture of a successor Trustee; , (vi) to secure the Securities; (viiviii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act under the TIA or in connection with the registration of the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided contemplated by the terms of the Indenture; Registration Rights Agreement, (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, or to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein in the Indenture or to which is otherwise defective, (x) add or modify any other provision provisions of the Indenture with respect to matters or questions arising under the Indenture; provided such actions shall Indenture which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of Securities; provided that any addition or modification made solely to conform the provisions of this Indenture to the "Description of Debentures" in any material respectthe Offering Memorandum relating to the Securities will not be deemed to adversely affect the interests of the holders of the Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture Indenture, Security Documents, the Intercreditor Agreement or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Company under the IndentureIndenture and the Securities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated SecuritiesSecurities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to evidence and provide for add a Guarantee with respect to the acceptance of appointment under the Indenture of a successor TrusteeSecurities; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)add additional assets as Collateral; (viii) to add Note Guarantees release Collateral from the Lien pursuant to the Indenture, the Security Documents and the Intercreditor Agreement when permitted or to release any Guarantors from Note Guarantees as provided required by the terms of Indenture or the Indenture; Security Documents, (ix) to subordinate Note Guarantees under modify the circumstances Security Documents and/or the Intercreditor Agreement to secure First Priority Lien Obligations and to Other Second-Lien Obligations so long as such First Priority Lien Obligations and Other Second-Lien Obligations are not prohibited by the extent set forth in provisions of the Credit Agreement or this Indenture; and , (x) to cure any ambiguity add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (xi) to comply with the requirements of the SEC in order to effect or maintain the Indenture, to correct or supplement any provision in qualification of the Indenture which may be inconsistent with under A-1- NY1:1657728.6 the TIA; (xii) to make any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Holder; or (xiii) to provide for the issuance of the Holders in any material respectExchange Securities or Additional Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or Indenture, the Securities Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, the Junior Priority Intercreditor Agreements and the Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding SecuritiesNotes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes) and (b) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesNoteholder, the Issuer Issuer, the Guarantors and the Trustee may shall be entitled to amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of ParentSecurity Documents, the Issuer First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, the Junior Priority Intercreditor Agreements or the Notes to cure any of their respective Subsidiariesambiguity, for the benefit of the Holdersomission, defect, mistake or inconsistency, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by comply with Article 5 of the Indenture; (iii) to add any additional Events of Default; (iv) , or to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (v) Notes, or to evidence add guarantees with respect to the Notes, including Guarantees, or to secure the Notes, or to add additional assets as Collateral, or to release Collateral when permitted or required under the Indenture or the Security Documents, or to add additional secured creditors holding Junior Priority Obligations or other First Priority Lien Obligations or ABL Obligations, in each case, so long as such obligations are not prohibited by the Indenture, or to additional covenants or surrender rights and powers conferred on the Issuer or the Guarantors, or to conform the text of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement or the Junior Priority Intercreditor Agreements, to any provision of the section captioned “Description of Notes” in the Offering Circular to the extent such provision was intended by the Issuer to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement or the Junior Priority Intercreditor Agreements, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to make certain changes to the Indenture to provide for the acceptance issuance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees Additional Notes, or to release make any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Noteholder, or to make amendments to provisions of the Holders in any material respectIndenture relating to the transfer and legending of the Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or Indenture, the Securities Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, the Junior Priority Intercreditor Agreements and the Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding SecuritiesNotes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes) and (b) and any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesNoteholder, the Issuer Issuer, the Guarantors and the Trustee may shall be entitled to amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of ParentSecurity Documents, the Issuer First Lien Intercreditor Agreement, the ABL Intercreditor Agreement, the Junior Priority Intercreditor Agreements or the Notes to cure any of their respective Subsidiariesambiguity, for the benefit of the Holdersomission, defect, mistake or inconsistency, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by comply with Article 5 of the Indenture; (iii) to add any additional Events of Default; (iv) , or to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (v) Notes, or to evidence add guarantees with respect to the Notes, including Guarantees, or to secure the Notes, or to add additional assets as Collateral, or to release Collateral when permitted or required under the Indenture or the Security Documents, or to add additional secured creditors holding Junior Priority Obligations or other First Priority Lien Obligations so long as such obligations are not prohibited by the Indenture, or to additional covenants or surrender rights and powers conferred on the Issuer or the Guarantors, or to conform the text of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement or the Junior Priority Intercreditor Agreements, to any provision of the section captioned “Description of Notes” in the Offering Circular to the extent such provision was intended by the Issuer to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement or the Junior Priority Intercreditor Agreements, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make certain changes to the Indenture to provide for the acceptance issuance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees Additional Notes or to release make any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Noteholder, or to make amendments to provisions of the Holders in any material respectIndenture relating to the transfer and legending of the Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ix) the Indenture Indenture, the Securities, or the Securities any Security Document may be amended without prior notice to any Holder but with the written consent of the Required Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (iiy) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesRequired Holders. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuer, the Guarantors, the Collateral Agent and the Trustee may amend or supplement the Indenture or Indenture, the Guarantees, the Securities or any Security Document, and may waive any provisions thereof, (i) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (ii) to the Issuer, Parent or any other Guarantor and provide for the assumption by such a successor company of the covenants obligations of the Issuer, Parent Issuer under the Indenture and the Securities; (iii) to add guarantees with respect to the Securities; (iv) to further secure the Securities or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, ; (iiv) to add to the covenants or Events of Parent, Default of the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureIssuer; (iiivi) to add make any additional Events change that does not adversely affect the rights of Defaultany Holder; (ivvii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment of a successor trustee pursuant to the Indenture or to facilitate the administration of the trusts under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply by more than one trustee in accordance with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Indenture; (viii) to add Note Guarantees or incorporate mandatory provisions of the TIA in connection with any registered offering of the Securities, to release any Guarantors from Note Guarantees as provided the extent required by the terms of the IndentureTIA; (ix) to subordinate Note Guarantees under release Notes Collateral from the circumstances and to lien of the extent set forth in Security Documents when permitted or required by the IndentureIndenture or the Security Documents; and or (x) to cure any ambiguity modify the Security Documents to secure additional extensions of credit and add additional secured creditors holding Obligations in respect of an ABL Facility so long as such Obligations are not prohibited by the provisions of the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture and the First Lien Intercreditor Agreement, (a) the Indenture, (i) the Indenture or First Lien Intercreditor Agreement, the Securities ABL Intercreditor Agreement, the Junior Priority Intercreditor Agreements and the related Security Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes) and (b) any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange offer for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor the Guarantors, the Trustee and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in First Lien Collateral Agent may amend the Indenture, the Securities and Notes, any Security Document, the applicable Note GuaranteeFirst Lien Intercreditor Agreement, the ABL Intercreditor Agreement or the Junior Priority Intercreditor Agreements to: (i) cure any ambiguity, omission, defect, mistake or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (iv) to add Guarantees with respect to the Notes; (v) to add additional secured creditors holding Junior Priority Obligations or other First Priority Lien Obligations or ABL Obligations, in each case so long as such obligations are not prohibited by the Indenture; (vi) to add to the covenants of Parent, the Issuer Hexion or any of their respective Subsidiaries, Restricted Subsidiaries for the benefit of the Holders, holders or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the SecuritiesGuarantor; (vii) to comply with any requirement of the Trust SEC in connection with the qualification of the Indenture Act or under the Securities Act TIA (including Regulation S promulgated thereunderif the Issuer elects to qualify the Indenture under the TIA); (viii) to add Note Guarantees or to release make any Guarantors from Note Guarantees as provided by change that does not adversely affect the terms rights of the Indentureany holder; (ix) to subordinate Note Guarantees under conform the circumstances and text of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement or the Junior Priority Intercreditor Agreements, to any provision of the “Description of the Notes” in the Offering Circular to the extent set forth that such provision in such “Description of the Notes” was intended by the Issuer to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement or the Junior Priority Intercreditor Agreements, as stated in an Officers’ Certificate; and (x) to cure make certain changes to the Indenture to provide for the issuance of additional notes; (xi) to make any ambiguity amendment to the provisions of the Indenture relating to the transfer and legending of notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of holders to transfer notes; (xii) to secure the Notes or to add additional assets as Collateral; or (xiii) to release Collateral from the Lien pursuant to the Indenture, to correct the Security Documents, the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement and the Junior Priority Intercreditor Agreements when permitted or supplement any provision in required by the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters the Security Documents or questions arising under the Indenture; provided such actions shall not adversely affect First Lien Intercreditor Agreement, the interests of ABL Intercreditor Agreement or the Holders in any material respectJunior Priority Intercreditor Agreements.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture Indenture, Security Documents, the Intercreditor Agreement or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Company under the IndentureIndenture and the Securities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated SecuritiesSecurities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to evidence and provide for add a Guarantee with respect to the acceptance of appointment under the Indenture of a successor TrusteeSecurities; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)add additional assets as Collateral; (viii) to add Note Guarantees release Collateral from the Lien pursuant to the Indenture, the Security Documents and the Intercreditor Agreement when permitted or to release any Guarantors from Note Guarantees as provided required by the terms of Indenture, the Indenture; Security Documents or the Intercreditor Agreement, (ix) to subordinate Note Guarantees under modify the circumstances Security Documents and/or the Intercreditor Agreement to secure First Priority Lien Obligations and to Other Second-Lien Obligations so long as such First Priority Lien Obligations and Other Second-Lien Obligations are not prohibited by the extent set forth in provisions of the Credit Agreements, either Existing Second Priority Notes Indenture or the Indenture; and , (x) to cure any ambiguity add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (xi) to comply with the requirements of the SEC in order to effect or maintain the Indenture, to correct or supplement any provision in qualification of the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the IndentureTIA; provided such actions shall (xii) to make any change that does not adversely affect the interests rights of any Holder; or (xiii) to provide for the issuance of the Holders in any material respectExchange Securities or Additional Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Notes, the Guarantees, any intercreditor agreement or the Securities Security Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, ​ without the consent of any Holder of SecuritiesHolder, the Issuer and the Trustee may amend the Indenture Indenture, any Guarantee, the Notes, any intercreditor agreement or the Securities Security Documents (i) to evidence cure any ambiguity, omission, mistake, defect or inconsistency as certified by the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, Parent; (ii) to add provide for uncertificated Notes of such series 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); (iii) to comply with the covenant relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders in a transaction that complies with the Indenture; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (vi) to add covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureGuarantor; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (vvii) to evidence and provide for the acceptance of and appointment under the Indenture of a successor Trustee; (vi) , Paying Agent, Registrar or Authenticating Agent thereunder pursuant to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)requirements thereof; (viii) to add Note Guarantees a Guarantor under the Indenture or to release any Guarantors from Note Guarantees as provided by a Guarantor in accordance with the terms of the IndentureIndenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor; (ix) to subordinate Note Guarantees conform the text of the Indenture, the Guarantees, the Notes or the Security Documents to any provision of the Offering Memorandum under the circumstances and caption “Description of the New Notes” to the extent that such provision in the “Description of the New Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees, the Notes or the Security Documents as certified by the Issuer; (x) to provide for the issuance of Additional Notes permitted to be issued under the Indenture; (xi) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance of the Notes and administration of the Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to add additional assets as Notes Collateral; (xiii) to make, complete or confirm any grant of Notes Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Notes Collateral that becomes effective as set forth in the Indenture; and Indenture or any of the Security Documents, (xxiv) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect Permitted Additional Notes Priority Debt to matters the Security Documents to the extent permitted by the Indenture or questions arising under (xv) to amend any intercreditor agreement in any way which does not violate the Indenture; provided such actions shall Indenture and which does not materially and adversely affect the interests of the Holders in any material respectHolders.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or and the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount outstanding of the Outstanding SecuritiesNotes (including consents obtained in connection with a tender offer for, exchange for or purchase of the Notes), (b) any past default or noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount outstanding of the Notes, (c) the Intercreditor Agreement and the Security Documents may be amended with the written consent of the Controlling Secured Parties or in certain cases, the Two Thirds Controlling Secured Parties, and (d) any past default or noncompliance with any provisions in the Intercreditor Agreement and the Security Documents may be waived with the written consent of the Controlling Secured Parties or in certain cases, the Two Thirds Controlling Secured Parties. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder Noteholder or any holder of SecuritiesOther Pari Passu Secured Indebtedness, the Issuer Issuers, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the IssuerCollateral Agent, Parent or any other Guarantoras applicable, respectively, in shall be entitled to amend the Indenture, the Securities Notes, the Intercreditor Agreement and the applicable Note GuaranteeSecurity Documents to (i) cure any ambiguity, omission, defect or inconsistency, (ii) to comply with Article 5 of the Indenture, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iv) to add guarantees with respect to the Notes, including any Subsidiary Guarantees, (v) to add to the covenants of Parent, the Issuer Issuers or any of their respective Subsidiaries, a Subsidiary Guarantor for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parentthe Issuers or a Subsidiary Guarantor, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure make any change that does not adversely affect the Securities; rights of any Holder of the Notes, (vii) to comply with any request of the Trust SEC in connection with effecting or maintaining the qualification of the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder); Act, (viii) to add Note Guarantees expand the Collateral securing the Notes or Subsidiary Guarantees, including by amending any Annex to any Security Document, (ix) to evidence and provide the acceptance of the appointment of a successor trustee under the Indenture or successor Collateral Agent, (x) provide for the issuance of Exchange Notes which shall have terms substantially identical in all respects to the Notes (except that the transfer restrictions contained in the Notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding Notes, as a single class of securities, (xi) to provide for the accession or succession of any parties to the Intercreditor Agreement, the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Credit Facilities, the Notes or any other agreement or action that is not prohibited by the Indenture, (xii) to provide for the release any Guarantors from Note Guarantees as provided by or addition of Collateral in accordance with the terms of the Indenture; , the Intercreditor Agreement and the Security Documents, or (ixxiii) to subordinate Note Guarantees provide security for additional borrowings under the circumstances and to the extent set forth Credit Facilities that are incurred in accordance with the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Notes, the Collateral Documents, the First Priority Intercreditor Agreement and the Escrow Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuer, the Guarantors, the Trustee and/or the Collateral Agent may amend or supplement the Indenture, the Notes, the Collateral Documents, the First Priority Intercreditor Agreement and the Trustee may amend the Indenture or the Securities Escrow Agreement (i) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (ii) to the Issuer, Parent or any other Guarantor and provide for the assumption by such a successor corporation of the covenants obligations of the Issuer, Parent Issuer or any other Guarantor, respectively, in Guarantor under the Indenture, the Securities Notes, a Subsidiary Guarantee or a Collateral Document, as applicable, in compliance with Section 5.01 of the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended); (iv) to add Guarantees with respect to the Notes, including any Subsidiary Guarantee, or to add additional assets as Collateral or make, complete or confirm any grant of security interest in any property or assets as additional Collateral securing the obligations under the Indenture, the Notes, the Subsidiary Guarantees and the applicable Note GuaranteeCollateral Documents, including when permitted or required by the Indenture or any of the Collateral Documents or any release, termination or discharge of Collateral when permitted or required by the Indenture or any of the Collateral Documents; (iiv) to add to the covenants or other obligations of Parent, the Issuer or any of their respective Subsidiaries, Guarantor for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by in the Indenture; (iiivi) to add make any change that would provide additional Events rights or benefits to the holders of DefaultNotes or does not adversely affect the rights of any Holder in any material respect; (ivvii) to provide for uncertificated Securities comply with any requirement of the SEC in addition to connection with qualifying, or in place of certificated Securitiesmaintaining the qualification of, the Indenture under the TIA; (vviii) to conform the text of the Indenture, the Notes, any Subsidiary Guarantee, the Collateral Documents or the First Priority Intercreditor Agreement to any provision contained in the Offering Memorandum under the heading “Description of the Secured Notes” to the extent that such provision in the “Description of the Secured Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, such Subsidiary Guarantee, such Collateral Document or the First Priority Intercreditor Agreement, as applicable; (ix) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes except as required to conform to applicable securities laws; (x) to evidence and provide for the acceptance of and appointment under the Indenture of a successor Trusteetrustee under the Indenture; (vixi) to secure provide for the Securities; (vii) to comply issuance of Additional Notes, in accordance with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; or (ixxii) to subordinate Note Guarantees enter into or amend the First Priority Intercreditor Agreement and/or Collateral Documents (or supplement the First Priority Intercreditor Agreement and/or Collateral Documents) under circumstances provided for therein including if the Issuer or any Restricted Subsidiary Incurs Future First Lien Indebtedness. In addition, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment, supplement or waiver may modify any Collateral Document or the provisions of this Indenture dealing with the Collateral Documents or application of trust monies under the circumstances and to Collateral Documents, in a manner that would release all or substantially all of the extent set forth Collateral other than in the Indenture; and (x) to cure any ambiguity in accordance with the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under Collateral Documents and the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectFirst Priority Intercreditor Agreement.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, Notes, the Intercreditor Agreements or the Securities Security Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes (voting as a single class) (which consents may be obtained in connection with a tender offer or exchange for the Notes) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes (which consents may be obtained in connection with a tender offer or exchange for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Trustee and the Trustee Collateral Agent may amend the Indenture Indenture, the Notes, the Intercreditor Agreements or the Securities any Security Document (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect, mistake or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants comply with Article V of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes (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); (iv) to add Note Guarantees with respect to the Notes; (v) to evidence and provide for secure the acceptance of appointment Notes, to add additional assets as Collateral, to release Collateral as permitted under the Indenture, the Security Documents or the Intercreditor Agreements, to add additional secured creditors holding ABL Obligations, Other First Priority Lien Obligations, Junior Lien Obligations or additional First Priority Lien Obligations so long as such obligations are not prohibited by the Indenture of a successor Trusteeor the Security Documents; (vi) to secure amend, modify or enter into the SecuritiesIndenture, the Security Documents or the Intercreditor Agreements in connection with the Transactions; (vii) to comply with add additional covenants of the Trust Indenture Act Company for the benefit of the Holders or to surrender rights and powers conferred on the Securities Act (including Regulation S promulgated thereunder)Company; (viii) to add Note Guarantees comply with the requirements of (A) the Commission in order to effect or to release any Guarantors from Note Guarantees as provided by maintain the terms qualification of the IndentureIndenture under the TIA or (B) the Intercreditor Agreements; (ix) to subordinate Note Guarantees under make any change that does not adversely affect the circumstances and to the extent set forth in the Indenturerights of any Holder; and or (x) to cure any ambiguity provide for the issuance of Additional Notes. Without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the IndentureNotes then outstanding (which consents may be obtained in connection with a tender offer or exchange for the Notes), to correct no amendment or supplement any provision in waiver may (i) release all or substantially all of the Collateral from the Lien of the Indenture which may be inconsistent with any other provision therein or to add any other provision and the Security Documents with respect to matters the Notes, subject to the terms of the Intercreditor Agreements or questions arising under (ii) make any change in the Indenture; provided provisions in the Intercreditor Agreements or the Indenture or any material change in the provisions in the Security Documents, in each case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to such actions shall not Collateral that would adversely affect the interests holders of the Holders in any material respectNotes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture with respect to the Fixed Rate Securities or the Fixed Rate Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of all of the Outstanding Fixed Rate Securities then outstanding voting as a single class and (ii) any default or noncompliance Default with any provision respect to the Fixed Rate Securities may be waived with the written consent of the Holders of at least a majority in principal amount of all of the Outstanding SecuritiesFixed Rate Securities then outstanding voting as a single class. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Fixed Rate Securities, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend the Indenture with respect to the Fixed Rate Securities or the Fixed Rate Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a successor corporation of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Company under the Indenture in compliance with Article 5 of the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Guarantees with respect to the Fixed Rate Securities or to confirm and evidence the release, termination or discharge of any such Guarantee or security with respect to the Fixed Rate Securities when such release, termination or discharge is permitted under the Indenture; (v) to evidence and provide add additional covenants for the acceptance benefit of appointment under the Indenture of a successor TrusteeFixed Rate Securities or to surrender rights and powers conferred on the Company; (vi) to secure make any change that does not adversely affect the Securitiesrights of any Holder of Fixed Rate Securities in any material respect, subject to the provisions of the Indenture; (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viii) to add Note Guarantees make any amendment to provisions of the Indenture relating to form, authentication, transfer and legending of the Fixed Rate Securities; provided, however, that compliance with the Indenture as so amended would not result in Fixed Rate Securities being transferred in violation of the Securities Act; or (ix) to release any Guarantors from Note Guarantees as provided by provide for the issuance of the Fixed Rate Exchange Securities or Additional Fixed Rate Securities in accordance with the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ix) the Indenture Indenture, the Securities, any Security Document or the Securities any Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities then outstanding (voting as a single class) and (iiy) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuer, the Collateral Agent, the Guarantors and the Trustee may amend the Indenture Indenture, the Securities, any Security Document or the Securities any Intercreditor Agreement (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to provide for the covenants assumption by a Successor Company of Parent, the obligations of the Issuer or any of their respective Subsidiaries, for under the benefit of Indenture and the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureSecurities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated SecuritiesSecurities (provided however that the uncertificated Securities are issued in registered form for purposes of Sections 871(h)(2)(B) and 881(c)(2)(B) of the Code and United States Treasury Regulation Section 5f.103-1(c)); (v) to evidence and provide for add additional Guarantees or to add obligors with respect to the acceptance of appointment under the Indenture of a successor TrusteeSecurities; (vi) to secure add to the Securitiescovenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Issuer; (vii) to comply with any requirement of the Trust SEC in connection with qualifying or maintaining the qualification of the Indenture Act or under the Securities Act TIA (including Regulation S promulgated thereunderto the extent any such qualification is required); (viii) to add Note Guarantees or to release make any Guarantors from Note Guarantees as provided by change that does not adversely affect the terms rights of the Indentureany Holder; (ix) to subordinate Note Guarantees under the circumstances and provide as necessary to the extent set forth not provided in the IndentureIndenture (as determined in good faith by the Issuer) for the issuance of Additional Securities; and (x) to cure any ambiguity add additional assets as Notes Collateral to secure the Securities; (xi) to release a Guarantor in accordance with the provisions of the Indenture, the Security Documents and the Intercreditor Agreement or to correct release Notes Collateral from the Lien pursuant to the Indenture, the Security Documents and the Intercreditor Agreements when permitted or supplement required by the Indenture, the Security Documents or the Intercreditor Agreements; (xii) to make any provision in amendment to the provisions of the Indenture which may be inconsistent with any other provision therein or relating to add any other provision with respect to matters or questions arising the transfer and legending of the Securities as permitted under the Indenture; provided , including, without limitation, to facilitate the issuance and administration of the Securities so long as in any such actions shall not adversely affect case the interests of the Holders Holder of the Securities are not adversely affected in any material respect; or (xiii) to modify the Security Documents and/or the Intercreditor Agreements (a) to secure additional extensions of credit and add additional secured creditors holding First Priority Lien Obligations so long as the Incurrence of such First Priority Lien Obligations and related Liens are not prohibited by the provisions of the Indenture, (b) as provided for in provisions comparable to Section 2.11(b) of the form of Intercreditor Agreement attached as Exhibit D to the Indenture, (c) to add the Issuer or any Guarantor as a party to any Intercreditor Agreement to the extent such party Incurs any Secured Indebtedness that constitutes First Priority Lien Obligations in accordance with the terms of the Indenture or to remove the Issuer or any Guarantor as a party to any Intercreditor Agreement to the extent such party ceases to be bound by any and all First Priority Lien Obligations or (d) to accommodate and implement the Liens contemplated by clause (20)(y) of the definition of “Permitted Liens”.