Common use of AMENDMENT, SUPPLEMENT AND WAIVER Clause in Contracts

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

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

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, voting as a single class, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (Notes, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), voting as a single class. Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (Notes, provided that the such uncertificated Notes notes are issued in registered form for purposes of under Section 163(f163(f)(5) of the CodeInternal Revenue Code of 1986, or in a manner such that as amended; (iii) to provide for the uncertificated Notes are described in Section 163(f)(2)(B) assumption of the Code), (iv) Company’s or a Guarantor’s obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes in case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Company’s or any Note Guarantor’s assets, as applicable (viiv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this the Supplemental Indenture of any such Holder, Holder in any material respect; (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the Trust Indenture Act; (vi) to provide for the issuance of Additional Notes in accordance with the Supplemental Indenture; (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, Notes or the Intercreditor Agreement or any Security Document Guarantees to any provision under of the heading “Description of Notes” Notes to the extent that such provision in the ProspectusDescription of Notes was intended to be a verbatim recitation of a provision of the Supplemental Indenture, the Notes or the Guarantees; (viii) to make allow any amendment Guarantor to the provisions of execute a supplemental indenture to the Supplemental Indenture relating and/or a Guarantee with respect to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of by a successor Trustee or Collateral Agent thereunder pursuant trustee; (x) to add Guarantees with respect to the requirements thereof, Notes; (xi) to release a Note Guarantor pursuant to secure the terms of Article 10 of the Indenture, Notes; or (xii) to make release any amendment to the provisions Lien granted in favor of the Indenture or Holders of the Notes pursuant to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph Section 4.07 of the definition Supplemental Indenture upon release of “GAAPthe Lien securing the underlying obligation that gave rise to such Lien.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Guarantees or the Notes (i) may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the CodeCertificated Notes, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor provide for the benefit assumption of the an Issuer’s or a Subsidiary Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of such Issuer’s or Subsidiary Guarantor’s properties or assets, as applicable, to surrender any right add or power conferred upon release Subsidiary Guarantors pursuant to the Issuers or any Note Guarantorterms of the Indenture, (vi) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) to conform provide for the text issuance of additional Notes in accordance with the limitations set forth in the Indenture, to comply with the requirements of the Supplemental Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of the Intercreditor Agreement or any Security Document to any provision Indenture under the heading “Description of Notes” in the ProspectusTrust Indenture Act, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and or provide for the acceptance and of appointment under the Supplemental Indenture of a successor Trustee Trustee, to add additional Events of Default, to secure the Notes and/or the Guarantees or Collateral Agent thereunder pursuant to provide for the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 reorganization of the Indenture, or (xii) to make Partnership as any amendment to the provisions other form of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPentity.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, exceptions in Section 10.02 of the Supplemental Indenture, the Intercreditor Company, the Guarantors and the Trustee may amend or supplement the Indenture, any Collateral Agreement, any Note Guarantee, the Security Documents or the Notes may be amended or supplemented and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesor purchase of, the Notes and Note Guarantees). Subject , and, subject to certain exceptionsSections 7.04 and 7.07 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture Indenture, any Collateral Agreement or the Notes and Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitation, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of each Holder affected, an amendment, supplement or waiver under Section 10.02 of the Indenture may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the aggregate principal amount of a NoteNotes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the Issuers, principal of or change the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, fixed maturity of any Note Guarantee, or alter or waive any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees provisions with respect to the Notes redemption of the Notes; (3) reduce the rate of or to add additional Collateral to secure change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal of, or interest on, or premium, if any, on, the Notes and the Note Guarantees, (v) to add to the covenants except a rescission of acceleration of the Issuers or any Note Guarantor for the benefit of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes or to surrender any right or power conferred upon (including Additional Notes, if any) and a waiver of the Issuers or payment default that resulted from such acceleration); (5) make any Note Guarantor, payable in money other than that stated in the Notes; (vi6) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending waivers 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 past Defaults or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer receive payments of principal of, or interest on, or premium, if any, on, the Notes; (ix7) to release any Collateral from the Lien under Liens of the Security Document when permitted or required pledge and security agreements, except as contemplated by the Security Documents, the Supplemental Indenture pledge and security agreements; (8) waive a redemption payment or mandatory redemption with respect to any Notes; (9) release any Guarantor from any of its obligations under its Note Guarantee or the Intercreditor AgreementIndenture, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to except in accordance with the terms of Article 10 of the Indenture, ; or (xii10) to make any amendment to the provisions change in Section 7.04 or 7.07 of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described provisions relating to amendment, supplement and waiver in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, or (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, exceptions in Section 10.02 of the Supplemental Indenture, the Intercreditor Company, the Guarantors and the Trustee may amend or supplement the Indenture, any Collateral Agreement, any Note Guarantee, the Security Documents or the Notes may be amended or supplemented and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesor purchase of, the Notes and Note Guarantees). Subject , and, subject to certain exceptionsSections 7.04 and 7.07 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal and Aggregate Accreted Principal Amount of, premium or interest on the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture Indenture, any Collateral Agreement or the Notes and Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitation, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of each Holder affected, an amendment, supplement or waiver under Section 10.02 of the Indenture may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the aggregate principal amount of a NoteNotes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the Issuers, principal or Aggregate Accreted Principal Amount of or change the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, fixed maturity of any Note Guarantee, or alter or waive any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees provisions with respect to the Notes redemption of the Notes; (3) reduce the rate of or to add additional Collateral to secure change the time for payment of interest, including default interest, on any Note; (4) waive a Default or Event of Default in the payment of principal or Aggregate Accreted Principal Amount of, or interest on, or premium, if any, on, the Notes and the Note Guarantees, (v) to add to the covenants except a rescission of acceleration of the Issuers or any Note Guarantor for the benefit of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes or to surrender any right or power conferred upon (including Additional Notes, if any) and a waiver of the Issuers or payment default that resulted from such acceleration); (5) make any Note Guarantor, payable in money other than that stated in the Notes; (vi6) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending waivers 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 past Defaults or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer receive payments of principal or Aggregate Accreted Principal Amount of, or interest on, or premium, if any, on, the Notes; (ix7) to release any Collateral from the Lien under Liens of the Security Document when permitted or required pledge and security agreements, except as contemplated by the Security Documents, pledge and security agreements; (8) waive a redemption payment or mandatory redemption with respect to any Notes; (9) adversely affect the Supplemental Indenture conversion rights of the Holders set forth in Article 4 of the Indenture; (10) release any Guarantor from any of its obligations under its Note Guarantee or the Intercreditor AgreementIndenture, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to except in accordance with the terms of Article 10 of the Indenture, ; or (xii11) to make any amendment to the provisions change in Section 7.04 or 7.07 of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described provisions relating to amendment, supplement and waiver in the last paragraph of the definition of “GAAPIndenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, voting as a single class, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (Notes, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), voting as a single class. Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (Notes, provided that the such uncertificated Notes notes are issued in registered form for purposes of under Section 163(f163(f)(5) of the CodeInternal Revenue Code of 1986, or in a manner such that as amended; (iii) to provide for the uncertificated Notes are described in Section 163(f)(2)(B) assumption of the Code), (iv) Company’s or a Guarantor’s obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes in case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Company’s or any Note Guarantor’s assets, as applicable (viiv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this the Supplemental Indenture of any such Holder, ; (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the Trust Indenture Act; (vi) to provide for the issuance of Additional Notes in accordance with the Supplemental Indenture; (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, Notes or the Intercreditor Agreement or any Security Document Guarantees to any provision under of the heading “Description of Notes” Notes to the extent that such provision in the ProspectusDescription of Notes was intended to be a verbatim recitation of a provision of the Supplemental Indenture, the Notes or the Guarantees; (viii) to make allow any amendment Guarantor to the provisions of execute a supplemental indenture to the Supplemental Indenture relating and/or a Guarantee with respect to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of by a successor Trustee or Collateral Agent thereunder pursuant trustee; (x) to add Guarantees with respect to the requirements thereof, Notes; (xi) to release a Note Guarantor pursuant to secure the terms of Article 10 of the Indenture, Notes; or (xii) to make release any amendment to the provisions Lien granted in favor of the Indenture or Holders of the Notes pursuant to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph Section 4.07 of the definition Supplemental Indenture upon release of “GAAPthe Lien securing the underlying obligation that gave rise to such Lien.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Indenture Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes Documents may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), in each case without notice to any other Holder, but subject to Section 5.21 of the Indenture. Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than the provisions of Sections 3.08(b), 3.09, 5.10, 5.14 and 5.15 of the Indenture prior to the time that any obligation to make an offer to purchase Notes thereunder has arisen); (3) reduce the rate of or extend the time for payment of interest, including default interest, or Additional Interest, if any, on any Note; (4) waive a NoteDefault in the payment of principal of, premium, if any, interest or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, interest or Additional Interest, if any, on the Notes; (7) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (8) make any change in the foregoing or succeeding amendment, supplement and waiver provisions or Sections 10.01 or 10.02 of the Indenture. In addition, any amendment to, supplement or waiver of, the provisions of the Indenture Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes shall require the consent of the Holders of not less than 662/3% in aggregate principal amount of the Notes then outstanding. Notwithstanding the foregoing, without the consent of any Holder, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend amend, supplement or supplement waive any provision of the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes Indenture Documents to: (i1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error, (ii2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes, (provided that 3) comply with the uncertificated Notes are issued in registered form covenant relating to mergers, consolidations and sales of assets; (4) provide for purposes of Section 163(f) the assumption of the Code, Issuers’ or any Guarantor’s obligations to Holders in the case of a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) merger or consolidation or sale of all or substantially all of the Code)Issuers’ or such Guarantor’s assets, (iv5) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesNotes, (v6) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi7) 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 this Supplemental the Indenture Documents of any such Holder, (vii) to conform the text 8) comply with requirements of the Supplemental Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of the Intercreditor Agreement or any Security Document to any provision Indenture under the heading “Description of Notes” in the ProspectusTIA, (viii9) (i) enter into additional or supplemental Collateral Documents or (ii) release Collateral in accordance with the terms of the Indenture and the Collateral Documents, (10) evidence and provide for the acceptance and appointment under the Indenture of a successor trustee pursuant to the requirements thereof, (11) make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of NotesNotes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; provided, however, that (ai) compliance with the Indenture as so amended would not result in notes Notes being transferred in violation of the Securities Act or any other applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x12) to evidence and provide for or confirm the acceptance and appointment under the Supplemental Indenture issuance of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to Additional Notes in accordance with the terms of Article 10 of the Indenture, or (xii13) to make any amendment to conform the provisions text of the Indenture or any other Indenture Document to any provision of the Notes “Description of the Notes” section of the Offering Memorandum to eliminate the effect extent that such provision was intended to be a verbatim recitation of a provision of the Indenture or any other Indenture Document, as evidenced by an Officers’ Certificate of the Company. The consent of Holders is not necessary under the Indenture to approve the particular form of any Accounting Change proposed amendment, supplement or in waiver. It is sufficient if such consent approves the application thereof as described in substance thereof. After an amendment, supplement or waiver under the last paragraph Indenture becomes effective, the Issuers are required to mail to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the definition of “GAAPamendment, supplement or waiver.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingvoting as a single class, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a NoteHolder, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes (i) to may be amended or supplemented to: cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to ; provide for the assumption by a successor Surviving Person of the obligations of the Issuers Issuer under the Indenture or any Note of a Subsidiary Guarantor under the Supplemental Indenture or the Security Documents, (iii) to its Subsidiary Guaranty; provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to ; add additional Guarantees with respect to the Notes or to add additional Collateral to release Subsidiary Guarantors from Subsidiary Guaranties as provided by the terms of the Indenture; secure the Notes and the Note GuaranteesNotes, (v) to add to the covenants of the Issuers or any Note Guarantor Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to Issuer; make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of in any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect material respect the rights of Holders to transfer Notes; (ix) to release Collateral from any Holder of the Lien Notes under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant Indenture; make any change to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Debt under such provisions (subject to the consent of such holders of Senior Debt pursuant to Section 9.03 of the Indenture); comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA; or provide for the issuance of additional Notes in accordance with the Indenture. No amendment or supplement may be made to eliminate the effect subordination provisions of this Indenture that adversely affects the rights of any Accounting Change holder of Senior Debt then outstanding unless the holders of such Senior Debt (or in the application thereof as described in the last paragraph of the definition of “GAAPtheir Representative) consents to such change.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Notes or the Notes Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of all series then outstanding Notes (includingwhich are affected by such amendment voting as a single class, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes Guarantees may be waived, including by way of amendment, waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes of all series then outstanding Notes (including, without limitation, consents obtained in connection with which are affected by such waiver voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes Guarantees may be amended or supplemented: (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Surviving Entity of the obligations of the Company or the assumption by a Successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, Indenture; (iiic) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), ; (ivd) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, Notes; (ve) to add to the covenants of the Issuers Company, the Guarantors or any Note Guarantor of their Subsidiaries for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company, the Guarantors or any Note Guarantor, of their Subsidiaries; (vif) to provide for a successor Trustee in accordance with the terms of the Indenture or to otherwise comply with any requirement of the Indenture; (g) to make any change that would provide any additional rights or benefits to Holders or that does not materially adversely affect the legal rights under this Supplemental Indenture of any such Holder; (h) to comply with any requirement of the Commission in connection with qualifying or maintaining the qualification of the Indenture under the Trust Indenture Act; (i) to release a Guarantor from its obligations under its Guarantee or the Indenture, in each case in accordance with the applicable provisions of the Indenture; or (viij) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes or the Guarantees to eliminate any provision of the effect “Description of any Accounting Change or the New Notes” section in the application thereof as described Offering Memorandum to the extent that such provision in the last paragraph “Description of the definition New Notes” was intended to be a verbatim recitation of “GAAPa provision of this Indenture, the Notes or the Guarantees.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees, or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security DocumentGuarantees, or the Notes (i) may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the CodeNotes, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor provide for the benefit assumption of the an Issuer's or a Subsidiary Guarantor's obligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of such Issuer's or Subsidiary Guarantor's assets, to surrender any right add or power conferred upon release Subsidiary Guarantors pursuant to the Issuers or any Note Guarantorterms of the Indenture, (vi) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) to conform comply with the text requirements of the Supplemental Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of the Intercreditor Agreement or any Security Document to any provision Indenture under the heading “Description of Notes” in the ProspectusTrust Indenture Act, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and or provide for the acceptance and of appointment under the Supplemental Indenture of a successor Trustee Trustee, to add additional Events of Default or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or secure the Notes to eliminate and/or the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPGuarantees.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Special Interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) provide for the assumption of the obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger, (iv) to add Guarantees with respect consolidation, or amalgamation or sale of all or substantially all of the assets of the Company and/or a Subsidiary Guarantor; provided, however, that the Company shall deliver to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, Trustee (vi) to add an Opinion of Counsel to the covenants effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. federal income tax on the Issuers same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or any Note Guarantor loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or territorial taxes (including withholding taxes) on the benefit of same amounts, in the Holders of same manner and at the Notes or to surrender any right or power conferred upon same times as would have been the Issuers or any Note Guarantor, case if such assumption had not occurred; (vid) 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 this Supplemental Indenture of any such Holder, ; (viie) add additional guarantees with respect to conform the text Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ixf) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment issuance of Additional Notes in accordance with the Indenture; or (g) comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer forfor the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Additional Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) ; to provide for uncertificated Notes notes in addition to or in place of certificated Notes (provided that notes; to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s obligations to holders of notes in the case of a merger or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) consolidation or sale of all or substantially all of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) Company’s assets; to make any change that would provide any additional rights or benefits to Holders the holders of notes or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) ; to conform provide for or confirm the text issuance of additional notes otherwise permitted to be incurred by the Indenture; or to comply with the requirements of the Supplemental Indenture, Commission in order to effect or maintain the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions qualification of the Indenture or under the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that c) provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Codeobligations of the Company or any Subsidiary Guarantor to Holders in the case of a merger, consolidation, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) amalgamation or sale of all or substantially all of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants assets of the Issuers or any Note Guarantor for Company and/or a Subsidiary Guarantor, as the benefit case may be, in accordance with Section 5.01 of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, Indenture; (vid) 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 this Supplemental the Indenture of any such Holder, ; (viie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Additional Notes in accordance with the Indenture; or (g) conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate any provision of the effect “Description of any Accounting Change or Notes” section in the application thereof as described Final Term Sheet for the Notes, dated September 24, 2019, to the extent that such provision in the last paragraph such “Description of Notes” section was intended to be a verbatim recitation of a provision of the definition of “GAAPIndenture or the Notes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Issuer and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any then outstanding Notes Outstanding, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSection 4.10 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if any, then Outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes of one or more series any property or assets; (b) to evidence the succession of another Person to the Issuer, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer pursuant to Article Eight of the Indenture; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Notes or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series to waive such an Event of Default; (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (id) to cure any ambiguity, omission, mistake, defect ambiguity or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers correct or supplement any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to provision contained herein or in place of certificated Notes (any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Issuer may deem necessary or desirable, provided that no such action shall materially adversely affect 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 Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit interests of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, Coupons; (vie) to make any change that would provide any additional rights establish the form or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text terms of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement Notes or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions Additional Notes or of the Supplemental Indenture relating Coupons appertaining to the transfer and legending of such Notes or Additional Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (xf) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of hereunder by a successor Trustee trustee with respect to the Notes of one or Collateral Agent thereunder more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 Section 5.10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Special Interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (c) provide for the assumption of the obligations of the Company to Holders in the case of a merger, (iv) to add Guarantees with respect consolidation, or amalgamation or sale of all or substantially all of the assets of the Company; provided, however, that the Company shall deliver to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, Trustee (vi) to add an Opinion of Counsel to the covenants effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. federal income tax on the Issuers same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or any Note Guarantor loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or territorial taxes (including withholding taxes) on the benefit of same amounts, in the Holders of same manner and at the Notes or to surrender any right or power conferred upon same times as would have been the Issuers or any Note Guarantor, case if such assumption had not occurred; (vid) 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 this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ixe) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment issuance of Additional Notes in accordance with the Indenture; or (f) comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided c) provide for the assumption of the obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger, consolidation, or amalgamation or sale of all or substantially all of the assets of the Company and/or a Subsidiary Guarantor; 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 Guarantees with respect Company shall deliver to the Notes Trustee an officers’ certificate and an opinion of counsel, each stating that such amalgamation, merger, consolidation, conveyance or transfer complies with this covenant and that all conditions precedent contained in this Indenture relating to add additional Collateral to secure the Notes and the Note Guarantees, such transaction have been complied with; (vd) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, ; (viie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Additional Notes in accordance with the Indenture; or (g) conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate any provision of the effect “Description of any Accounting Change or Notes” section in the application thereof as described Final Offering Memorandum for the Notes, dated September 10, 2015, to the extent that such provision in the last paragraph such “Description of Notes” section was intended to be a verbatim recitation of a provision of the definition of “GAAPIndenture or the Notes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, of the Security Documents or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject , and, subject to certain exceptions, any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes, any of the Security Documents or the Notes Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), provided, however, that if any amendment, waiver or other modification will only affect the Notes, only the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (and not the consent of at least a majority in aggregate principal amount of all Notes), shall be required. Without the consent of each Holder of the then outstanding principal amount of Notes, an amendment, supplement or waiver may not: (A) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (B) reduce the principal of or change the Stated Maturity of any Note or reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased; (C) reduce the rate of or change the time for payment of interest, including default interest, on any note; (D) make any Note payable in money other than that stated in the Notes; (E) make any change in the provisions of the Indenture relating to waivers of past Defaults which require the consent of each Holder of the then outstanding principal amount of Notes outstanding; (F) impair the right of any Holder of Notes to receive payments of principal of, or interest or premium on, the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (G) change the ranking of the Notes, the Guarantees or the Security granted under the Security Documents; (H) release any Lien on the Collateral except as permitted by the Indenture and the Security Documents; (I) modify or release any of the Guarantees in any manner materially adverse to the Holders of the Notes other than in accordance with the terms of the Indenture; or (J) make any change in the preceding amendment and waiver provisions. Without the consent of any Holder of a NoteNotes, the IssuersIssuer, the Guarantors, the Trustee and and/or the Collateral Security Agent may amend or supplement the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, any Security Document, the Guarantees or the Notes (i) Security Documents to cure any ambiguity, mistake, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes, to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption by a successor Person of the Code, Issuer’s or in a manner such that the uncertificated Guarantor’s obligations to Holders of Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add and Guarantees with respect pursuant to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesIndenture, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Supplemental Indenture the Indenture, the Notes, the Guarantees or the Security Documents of any such HolderHolder in any respect, (vii) to conform the text of the Supplemental Indenture, the NotesGuarantees, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture Intercompany Loans or the Intercreditor AgreementNotes to any provision of the “Description of New Secured Notes” in the Offering Memorandum, Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization (xas amended and supplemented) dated March 8, 2013 relating to the offering of the Notes, to the extent that such provision in such “Description of New Secured Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the Guarantees, the Security Documents or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture and to make such changes as may be required to the Security Documents (and any intercreditor agreement) to accommodate and implement such issuance of Additional Notes, to allow any Subsidiary to execute a supplemental indenture and/or a Guarantee with respect to the Notes or to further secure the Notes, to enter into, amend or supplement any intercreditor agreement with the holder, and/or any agent in respect thereof, of any other Indebtedness permitted to be incurred under the Indenture; provided that no such intercreditor agreement shall provide that the Notes or any Guarantee are subordinated to any such Indebtedness or subject to any payment blockage or enforcement standstill or that any Lien securing the Notes or the Guarantees ranks behind any Lien securing such Indebtedness, to evidence and provide for the acceptance and appointment under the Supplemental Indenture or Security Documents of a successor Trustee or Collateral Security Agent thereunder pursuant to the requirements requirement thereof, (xi) to release a Note Guarantor pursuant or to the terms extent necessary to provide for the granting of Article 10 a security interest for the benefit of the Indenture, or any Person (xiiincluding any release and re-grant of a Lien) to make any amendment to the provisions of and as otherwise contemplated by the Indenture provided that, in each case, such amendment, supplement, modification, extension, renewal, restatement or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPreplacement does not violate such covenant.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, of the Security Documents or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject , and, subject to certain exceptions, any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes, any of the Security Documents or the Notes Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), provided, however, that if any amendment, waiver or other modification will only affect the Notes, only the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (and not the consent of at least a majority in aggregate principal amount of all Notes), shall be required. Without the consent of each Holder of the then outstanding principal amount of Notes, an amendment, supplement or waiver may not: (A) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (B) reduce the principal of or change the Stated Maturity of any Note or reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased; (C) reduce the rate of or change the time for payment of interest, including default interest, on any note; (D) make any Note payable in money other than that stated in the Notes; (E) make any change in the provisions of the Indenture relating to waivers of past Defaults which require the consent of each Holder of the then outstanding principal amount of Notes outstanding; (F) impair the right of any Holder of Notes to receive payments of principal of, or interest or premium on, the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (G) change the ranking of the Notes, the Guarantees or the Security granted under the Security Documents; (H) release any Lien on the Collateral except as permitted by the Indenture and the Security Documents; (I) modify or release any of the Guarantees in any manner materially adverse to the Holders of the Notes other than in accordance with the terms of the Indenture; or (J) make any change in the preceding amendment and waiver provisions. Without the consent of any Holder of a NoteNotes, the IssuersIssuer, the Guarantors, the Trustee and and/or the Collateral Security Agent may amend or supplement the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, any Security Document, the Guarantees or the Notes (i) Security Documents to cure any ambiguity, mistake, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes, to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption by a successor Person of the Code, Issuer’s or in a manner such that the uncertificated Guarantor’s obligations to Holders of Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add and Guarantees with respect pursuant to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesIndenture, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Supplemental Indenture the Indenture, the Notes, the Guarantees or the Security Documents of any such HolderHolder in any respect, (vii) to conform the text of the Supplemental Indenture, the NotesGuarantees, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture Intercompany Loans or the Intercreditor AgreementNotes to any provision of the “Description of New Secured Notes” in the Offering Memorandum, Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization (xas amended and supplemented) dated March 8, 2013 relating to the offering of the Notes, to the extent that such provision in such “Description of New Secured Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the Guarantees, the Security Documents or the Notes, to provide for the issuance of PIK Notes in accordance with the limitations set forth in the Indenture and to make such changes as may be required to the Security Documents (and any intercreditor agreement) to accommodate and implement such issuance of PIK Notes, to allow any Subsidiary to execute a supplemental indenture and/or a Guarantee with respect to the Notes or to further secure the Notes, to enter into, amend or supplement any intercreditor agreement with the holder, and/or any agent in respect thereof, of any other Indebtedness permitted to be incurred under the Indenture; provided that no such intercreditor agreement shall provide that the Notes or any Guarantee are subordinated to any such Indebtedness or subject to any payment blockage or enforcement standstill or that any Lien securing the Notes or the Guarantees ranks behind any Lien securing such Indebtedness, to evidence and provide for the acceptance and appointment under the Supplemental Indenture or Security Documents of a successor Trustee or Collateral Security Agent thereunder pursuant to the requirements requirement thereof, (xi) to release a Note Guarantor pursuant or to the terms extent necessary to provide for the granting of Article 10 a security interest for the benefit of the Indenture, or any Person (xiiincluding any release and re-grant of a Lien) to make any amendment to the provisions of and as otherwise contemplated by the Indenture provided that, in each case, such amendment, supplement, modification, extension, renewal, restatement or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPreplacement does not violate such covenant.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (c) provide for the assumption of the obligations of the Company or any Subsidiary Guarantor to Holders of Notes in the case of a merger, consolidation, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) amalgamation or sale of all or substantially all of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants assets of the Issuers Company or any Note Guarantor for such Subsidiary Guarantor, as the benefit case may be, in accordance with Section 5.01 of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, Indenture; (vid) 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 this Supplemental Indenture of any such Holder, ; (viie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Additional Notes in accordance with the Indenture; or (g) to conform the text of the Supplemental Indenture, Indenture or the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Notes to any provision under of the heading “Description of Notes” section in the ProspectusOffering Memorandum for the Notes dated March 31, (viii) to make any amendment 2017 to the provisions of the Supplemental Indenture relating to the transfer and legending extent that such provision in such “Description 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 ” section was intended to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture be a verbatim recitation of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions provision of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (c) provide for the assumption of the obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger, consolidation, or in amalgamation or sale of all or substantially all of the assets of the Company and/or a manner such Subsidiary Guarantor; provided, however, that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect Company shall deliver to the Notes or to add additional Collateral to secure Trustee (i) an Opinion of Counsel in the Notes and the Note Guarantees, (v) to add United States to the covenants effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. federal income tax on the Issuers same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or any Note Guarantor loss for Canadian federal tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal taxes (including withholding taxes) on the benefit of same amounts, in the Holders of same manner and at the Notes or to surrender any right or power conferred upon same times as would have been the Issuers or any Note Guarantor, case if such assumption had not occurred; (vid) 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 this Supplemental Indenture of any such Holder, ; (viie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Additional Notes in accordance with the Indenture; (g) comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (h) to conform the text of the Supplemental Indenture, Indenture or the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Notes to any provision under of the heading “Description of Notes” section in the ProspectusOffering Memorandum for the Notes dated March 26, (viii) to make any amendment 2014 to the provisions of the Supplemental Indenture relating to the transfer and legending extent that such provision in such “Description 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 ” section was intended to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture be a verbatim recitation of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions provision of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Notes or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least not less than a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes Guarantees may be amended or supplemented (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (vb) to add to the covenants of the Issuers Company or any Note Guarantor the Guarantors for the benefit of the Holders of the Notes Holders, or to surrender any right or power conferred upon the Issuers Company or any Note Guarantor, the Guarantors by the Indenture or herein; (vic) to make any change that would provide any for collateral for or additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text Guarantors of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ixd) to evidence the succession of another Person to the Company, and the assumption by any such successor of the obligations of the Company, herein and in the Indenture in accordance with the terms of the Indenture; (e) to comply with the TIA; (f) to evidence the succession of another corporation to any Guarantor and assumption by any such successor of the Guarantee of such Guarantor pursuant to the Indenture; (g) to evidence the release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, of any Guarantor; (xh) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant with respect to the requirements thereof, Notes; (xii) in any other case where a supplemental indenture is required or permitted to release a Note Guarantor be entered into pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or without the Notes to eliminate the effect consent of any Accounting Change or in Holder; (j) to provide for the application thereof as described in the last paragraph issuance and authorization of the definition Exchange Notes; or (k) to make any change that does not adversely affect the rights of “GAAPany Holder.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, exceptions set forth in Section 9.02 of the Supplemental Indenture, the Intercreditor Agreement, any Note GuaranteeIndenture, the Security Documents or Notes and the Notes note guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event or Default or compliance with any provision of the Supplemental Indenture or the Notes or the note guarantees may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes (i) or the note guarantees may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) ; to provide for the assumption by a successor Person corporation of the obligations of the Issuers or any Note Guarantor Company under the Supplemental Indenture or the Security Documents, (iii) Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes (provided Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) ; to add Guarantees with respect to the Notes or to add additional Collateral Notes, to secure the Notes and the Note GuaranteesNotes, (v) to add to the covenants of the Issuers or any Note Guarantor Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) Company; to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) ; to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, note guarantees or the Intercreditor Agreement or any Security Document Notes to any provision under of the heading “Description of Notes” notes to the extent that such provision in the Prospectus, (viii) Description of notes was intended to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture be a verbatim recitation of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 provision of the Indenture, or (xii) to make any amendment to the provisions of the Indenture note guarantees or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Indenture Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes Documents may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), in each case without notice to any other Holder, but subject to Section 5.21 of the Indenture. Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than the provisions of Sections 3.08(b), 3.09, 5.10, 5.14 and 5.15 of the Indenture prior to the time that any obligation to make an offer to purchase Notes thereunder has arisen); (3) reduce the rate of or extend the time for payment of interest, including default interest, or Additional Interest, if any, on any Note; (4) waive a NoteDefault in the payment of principal of, premium, if any, interest or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, interest or Additional Interest, if any, on the Notes; (7) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (8) make any change in the foregoing or succeeding amendment, supplement and waiver provisions or Sections 10.01 or 10.02 of the Indenture. In addition, any amendment to, supplement or waiver of, the provisions of the Indenture Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes shall require the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Notes then outstanding. Notwithstanding the foregoing, without the consent of any Holder, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee may amend amend, supplement or supplement waive any provision of the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes Indenture Documents to: (i1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error, (ii2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes, (provided that 3) comply with the uncertificated Notes are issued in registered form covenant relating to mergers, consolidations and sales of assets; (4) provide for purposes of Section 163(f) the assumption of the Code, Issuers’ or any Guarantor’s obligations to Holders in the case of a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) merger or consolidation or sale of all or substantially all of the Code)Issuers’ or such Guarantor’s assets, (iv5) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesNotes, (v6) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi7) 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 this Supplemental the Indenture Documents of any such Holder, (vii) to conform the text 8) comply with requirements of the Supplemental Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of the Intercreditor Agreement or any Security Document to any provision Indenture under the heading “Description of Notes” in the ProspectusTIA, (viii9) (i) enter into additional or supplemental Collateral Documents or (ii) release Collateral in accordance with the terms of the Indenture and the Collateral Documents, (10) evidence and provide for the acceptance and appointment under the Indenture of a successor trustee pursuant to the requirements thereof, (11) make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of NotesNotes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; provided, however, that (ai) compliance with the Indenture as so amended would not result in notes Notes being transferred in violation of the Securities Act or any other applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x12) to evidence and provide for or confirm the acceptance and appointment under the Supplemental Indenture issuance of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to Additional Notes in accordance with the terms of Article 10 of the Indenture, or (xii13) to make any amendment to conform the provisions text of the Indenture or any other Indenture Document to any provision of the Notes “Description of the Notes” section of the Offering Memorandum to eliminate the effect extent that such provision was intended to be a verbatim recitation of a provision of the Indenture or any other Indenture Document, as evidenced by an Officers’ Certificate of the Company. The consent of Holders is not necessary under the Indenture to approve the particular form of any Accounting Change proposed amendment, supplement or in waiver. It is sufficient if such consent approves the application thereof as described in substance thereof. After an amendment, supplement or waiver under the last paragraph Indenture becomes effective, the Issuers are required to mail to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the definition of “GAAPamendment, supplement or waiver.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, of the Security Documents or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject , and, subject to certain exceptions, any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes, any of the Security Documents or the Notes Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), provided, however, that if any amendment, waiver or other modification will only affect the Notes, only the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (and not the consent of at least a majority in aggregate principal amount of all Notes), shall be required. Without the consent of each Holder of the then outstanding principal amount of Notes, an amendment, supplement or waiver may not: (A) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (B) reduce the principal of or change the Stated Maturity of any Dollar Note or reduce the premium payable upon the redemption or repurchase of any Dollar Note or change the time at which any Note may be redeemed or repurchased; (C) reduce the rate of or change the time for payment of interest, including default interest, on any note; (D) make any Dollar Note payable in money other than that stated in the Notes; (E) make any change in the provisions of the Indenture relating to waivers of past Defaults which require the consent of each Holder of the then outstanding principal amount of Dollar Notes outstanding; (F) impair the right of any Holder of Notes to receive payments of principal of, or interest or premium on, the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (G) change the ranking of the Notes, the Guarantees or the Security granted under the Security Documents; (H) release any Lien on the Collateral except as permitted by the Indenture and the Security Documents; (I) modify or release any of the Guarantees in any manner materially adverse to the Holders of the Notes other than in accordance with the terms of the Indenture; or (J) make any change in the preceding amendment and waiver provisions. Without the consent of any Holder of a NoteNotes, the IssuersIssuer, the Guarantors, the Trustee and and/or the Collateral Security Agent may amend or supplement the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, any Security Document, the Guarantees or the Notes (i) Security Documents to cure any ambiguity, mistake, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes, to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption by a successor Person of the Code, Issuer’s or in a manner such that the uncertificated Guarantor’s obligations to Holders of Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add and Guarantees with respect pursuant to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesIndenture, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Supplemental Indenture the Indenture, the Notes, the Guarantees or the Security Documents of any such HolderHolder in any respect, (vii) to conform the text of the Supplemental Indenture, the NotesGuarantees, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture Intercompany Loans or the Intercreditor AgreementNotes to any provision of the “Description of New Secured Notes” in the Offering Memorandum, Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization dated March 8, 2013 relating to the offering of the Notes, to the extent that such provision in such “Description of New Secured Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the Guarantees, the Security Documents or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture and to make such changes as may be required to the Security Documents (xand any intercreditor agreement) to accommodate and implement such issuance of Additional Notes, to allow any Subsidiary to execute a supplemental indenture and/or a Guarantee with respect to the Notes or to further secure the Notes, to enter into, amend or supplement any intercreditor agreement with the holder, and/or any agent in respect thereof, of any other Indebtedness permitted to be incurred under the Indenture; provided that no such intercreditor agreement shall provide that the Notes or any Guarantee are subordinated to any such Indebtedness or subject to any payment blockage or enforcement standstill or that any Lien securing the Notes or the Guarantees ranks behind any Lien securing such Indebtedness, to evidence and provide for the acceptance and appointment under the Supplemental Indenture or Security Documents of a successor Trustee or Collateral Security Agent thereunder pursuant to the requirements requirement thereof, (xi) to release a Note Guarantor pursuant or to the terms extent necessary to provide for the granting of Article 10 a security interest for the benefit of the Indenture, or any Person (xiiincluding any release and re-grant of a Lien) to make any amendment to the provisions of and as otherwise contemplated by the Indenture provided that, in each case, such amendment, supplement, modification, extension, renewal, restatement or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPreplacement does not violate such covenant.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note GuaranteeNotes, the Security Note Guarantees, the Collateral Documents or and, with the Notes consent of the required lenders under the Revolving Credit Facility, the Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on, the Notes, except a payment default resulting solely from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or Indenture, the Notes Notes, the Note Guarantees or, subject to the Intercreditor Agreement, the Collateral Documents may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder Holders of a Notethe Notes, the IssuersIndenture, the Trustee and Notes, the Collateral Agent may amend or supplement Note Guarantees, the Supplemental IndentureIntercreditor Agreement or, subject to the Intercreditor Agreement, any Note Guarantee, any Security Document, the Collateral Documents may be amended or the Notes supplemented: (i) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iviii) to add Guarantees with respect evidence the succession of another Person to the Notes Company or to add additional Collateral to secure the Notes any Guarantor and the Note Guarantees, (v) to add to assumption by any such successor of the covenants of the Issuers Company or any such Guarantor in the Indenture, the Notes, the Note Guarantor for Guarantees or the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, Collateral Documents; (viiv) 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 this Supplemental the Indenture of any such Holder, ; (viiv) to comply with requirements of law or the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security an Indenture Document to any provision under of the heading “Description of Notes” section of the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provisions in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending “Description of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes”; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (xvii) to evidence and provide for the acceptance and of the appointment under the Supplemental Indenture or the Collateral Documents of a successor Trustee or Collateral Agent thereunder Agent; (viii) to make any change to the Intercreditor Agreement to add parties thereto and otherwise implement the arrangements contemplated by the Offering Memorandum to be governed thereby in a manner consistent with the description thereof in the Offering Memorandum; (ix) to make any other provisions with respect to matters or questions arising under the Indenture Documents, provided that such actions pursuant to this clause shall not adversely affect the requirements thereofinterests of the Holders in any material respect, as determined in good faith by the Company; (x) to enter into additional or supplemental Collateral Documents; (xi) to release a Note Guarantor pursuant to the terms of Article 10 of Collateral when permitted or required by the Indenture, the Collateral Documents or the Intercreditor Agreement; or (xii) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, exceptions set forth in the Supplemental Indenture, (i) the Intercreditor Agreement, any Note Guarantee, the Security Documents Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes). Subject to certain exceptions, ) and (ii) any existing Default or compliance with any provision of the Supplemental Indenture or the Notes default may be waived, including by way of amendment, waived with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes. Subject to certain exceptions set forth in the Indenture, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteHolder, the IssuersCompany, the Trustee Issuer, the Subsidiary Guarantors and the Collateral Agent Trustees may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes Notes: (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for evidence the assumption by a successor Person of the obligations of the Issuers Company, the Issuer or any Note Subsidiary Guarantor under the Supplemental Indenture Indenture, the Notes, the Company Guarantee or the Security Documentsa Subsidiary Guarantee, (iii) to provide for uncertificated Notes as applicable, 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) compliance with Article 5 of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), Indenture; (ivii) to add Guarantees guarantees with respect to the Notes or release a the Company or a Subsidiary Guarantor from its obligations under its Company Guarantee or Subsidiary Guarantee, as applicable, or the Indenture as permitted by the Indenture; (iii) to add additional Collateral convey, transfer, assign, mortgage or pledge any property to secure or with the Notes and Trustees for benefit of the Note Guarantees, Holders of the Notes; (iv) to surrender any right or power the Indenture may confer on the Issuer; (v) to add to the covenants of made in the Issuers or any Note Guarantor Indenture for the benefit of the Holders of all Notes (as determined in good faith by the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, Issuer); (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, Holder in any material respect (as determined in good faith by the Issuer); (vii) to add any additional Events of Default; (viii) to secure the Notes, the Company Guarantee or any Subsidiary Guarantee; (ix) to evidence and provide for the acceptance of appointment by additional or successor Trustees with respect to the Notes; (x) to cure any ambiguity, defect or inconsistency in the Indenture; (xi) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement Company Guarantee or any Security Document the Subsidiary Guarantees to any provision contained under the heading “Description of Notes” in the ProspectusOffering Memorandum to the extent that such provision contained under the heading “Description of Notes” in the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Company Guarantee or the Subsidiary Guarantees (viiias determined in good faith by the Issuer); (xii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date; (xiii) if permitted by applicable law, to combine the responsibilities and obligations of the U.S. Trustee and the Canadian Trustee into a single trustee for all purposes of the Indenture and the notes or to remove the Canadian Trustee, subject to the assumption of the Canadian Trustee’s obligations under the Indenture by the U.S. Trustee; (xiv) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer, legending and delegending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance, administration and book-entry transfer and legending of the Notes; provided, however, that (aA) compliance with the Indenture as so amended would not result in notes the Notes being transferred in violation of the Securities Act or any other applicable securities law law, including Canadian Securities Laws, and (bB) such amendment does not materially and adversely affect the rights of Holders to transfer Notesthe Notes (except as may be required to comply with securities laws); and (ixxv) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make supplement any amendment to the provisions of the Indenture necessary to defease and discharge the Notes or the Notes to eliminate Indenture (in accordance with the effect defeasance or discharge provisions, of the Indenture), provided that such action does not adversely affect the interests of the Holders of any Accounting Change or Notes in any material respect (as determined in good faith by the application thereof as described in the last paragraph of the definition of “GAAPIssuer).”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Intercreditor Agreement, any Note GuaranteeSubsidiary Guarantees, the Security Documents or Mirror Notes, the Mirror Note Guarantees, the Mirror Note Pledge Agreements and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject ) and subject to certain exceptionsprovisions of Article 6 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees the Mirror Notes, the Mirror Note Guarantees, the Mirror Note Pledge Agreements or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a NoteHolder, the IssuersCompany, the Trustee Subsidiary Guarantors and the Collateral Agent Trustee may amend or supplement the Supplemental Indenture, the Intercreditor AgreementSubsidiary Guarantees, any the Mirror Notes, the Mirror Note GuaranteeGuarantees, any Security Document, the Mirror Note Pledge Agreements or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes, to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the CodeCompany's, a Mirror Note Issuer's or in a manner Guarantor's obligations pursuant to the Indenture, a Subsidiary Guarantee, a Mirror Note or a Mirror Note Guarantee as the case may be, by a successor to the Company, such that the uncertificated Notes are described in Section 163(f)(2)(B) Mirror Note Issuer or such Guarantor pursuant to Article V of the CodeIndenture or to comply with Section 4.20 of the Indenture, to release any Guarantor from its obligations under its Subsidiary Guarantee or Mirror Note Guarantee (to the extent permitted by the Indenture), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) or to conform comply with the text requirements of the Supplemental Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions qualification of the Indenture or under the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Indenture and the Intercreditor Agreement, any Note Guarantee, the Security Documents or the Notes Securities may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate outstanding principal amount of the then outstanding Notes (includingSecurities, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or compliance with any provision of the Supplemental Indenture or the Notes Securities may be waived, including by way of amendment, waived with the written consent of the Holders of at least a majority in aggregate outstanding principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)Securities. Without the consent of any Holder of a NoteSecurity, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Subsidiary Guarantees or the Notes Securities may be amended or supplemented (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iiib) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes Securities, (provided that c) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) Guarantor’s obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note GuarantorSecurities in specified circumstances, (vid) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely materially affect the legal rights under this Supplemental Indenture of any such Holder, (viie) to comply with any requirement of the SEC in connection with qualifying the Supplemental Indenture under the Trust Indenture Act or maintaining such qualification, (f) to add or release Guarantors in compliance with the Supplemental Indenture, to appoint a successor Trustee or to add additional Events of Default, (g) to secure the Securities, (h) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, Securities or the Intercreditor Agreement or any Security Document Subsidiary Guarantees to any provision under the heading “Description of the Notes” in the Prospectus, Company’s prospectus supplement respecting the Initial Securities and (viiii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance issuance of Additional Securities and appointment under related Subsidiary Guarantees in accordance with the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and any existing Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes) or compliance with any provision of the Supplemental Indenture, the Subsidiary Guarantees, if any, or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes (i) may be amended or supplemented: to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) ; to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes; to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) Issuers’ obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers or any Note Guarantor, (vi) Issuers’ assets; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this the Supplemental Indenture of any such HolderHolder of Notes; to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, (vii) to conform the text of the Supplemental Indenture, Indenture or the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Notes to any provision under of the heading “Description of Notes” section of the Issuers’ prospectus supplement dated March 10, 2010 to the base prospectus included in the Prospectus, Issuers’ registration statement on Form S-3 (viiiFile No. 333-165368) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer issuance and legending sale of the Initial Notes, to the extent that such provision in that “Description of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation ” was intended to be a verbatim recitation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights a provision of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) Notes; to evidence and provide for the acceptance and appointment issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture; or to add collateral to secure the Notes or to add guarantees of the Issuers’ obligations under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company, the Guarantors and the Trustee may amend or supplement the Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Notes or the Notes may be amended or supplemented Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest or Additional Interest, if any, on the Notes) or compliance with any provision of the Supplemental Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes (i) Guarantees to cure any ambiguity, defect, omission, mistake, defect mistake or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to ; provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); provide for the assumption by a Surviving Person of the obligations of the Company or a Guarantor under the Notes and the Guarantees, (iv) as applicable, to Holders under the Indenture pursuant to Section 5.01 of the Indenture; add Guarantees or additional obligors with respect to the Notes or to add additional Collateral to secure release Guarantors from Guarantees as permitted by the Notes and the Note Guarantees, (v) to add to the covenants terms of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to Indenture and such Guarantees; make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) ; make any change to conform the text comply with any requirement of the Supplemental Indenture, Commission in order to effect or maintain the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions qualification of the Indenture under the TIA; or the Notes to eliminate the effect of any Accounting Change enter into additional or in the application thereof as described in the last paragraph of the definition of “GAAPsupplemental Collateral Documents.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture ​ ​ ​ or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (c) provide for the assumption of the obligations of the Company or any Subsidiary Guarantor to Holders of Notes in the case of a merger, consolidation, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) amalgamation or sale of all or substantially all of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants assets of the Issuers Company or any Note Guarantor for such Subsidiary Guarantor, as the benefit case may be, in accordance with Section 5.01 of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, Indenture; (vid) 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 this Supplemental Indenture of any such Holder, ; (viie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Additional Notes in accordance with the Indenture; or (g) to conform the text of the Supplemental Indenture, Indenture or the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Notes to any provision under of the heading “Description of Notes” section in the ProspectusOffering Memorandum for the Notes dated June 3, (viii) to make any amendment 2021 to the provisions of the Supplemental Indenture relating to the transfer and legending extent that such provision in such “Description 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 ” section was intended to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture be a verbatim recitation of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions provision of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”Notes. ​

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Special Interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect Code)(to the extent that such subsection applies to the Notes Notes); (c) provide for the assumption of the obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger, consolidation, or to add additional Collateral to secure amalgamation or sale of all or substantially all of the Notes and assets of the Note GuaranteesCompany and/or a Subsidiary Guarantor; provided, (v) to add however, that the Company shall deliver to the covenants Trustee (i) an Opinion of Counsel in the Issuers United States to the effect that Holders will not recognize income, gain or any Note Guarantor loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. federal income tax on the benefit same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or loss for Canadian federal tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal taxes (including withholding taxes) on the Notes or to surrender any right or power conferred upon same amounts, in the Issuers or any Note Guarantor, same manner and at the same times as would have been the case if such assumption had not occurred; (vid) 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 this Supplemental Indenture of any such Holder, ; (viie) add additional guarantees with respect to the Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Indenture; (f) provide for the issuance of Additional Notes in accordance with the Indenture; (g) comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (h) to conform the text of the Supplemental Indenture, Indenture or the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Notes to any provision under of the heading “Description of Notes” section in the ProspectusOffering Memorandum for the Notes dated February 29, (viii) to make any amendment 2012 to the provisions of the Supplemental Indenture relating to the transfer and legending extent that such provision in such “Description 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 ” section was intended to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture be a verbatim recitation of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions provision of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes notes in addition to or in place of certificated Notes notes (provided that the uncertificated Notes notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the ProspectusOffering Memorandum, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notesnotes; 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 Notesnotes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to issue Exchange Notes and related Note Guarantees as provided for in the Registration Rights Agreement relating to the Notes or (xii) to release a Note Guarantor pursuant to the terms of Article 10 X of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Special Interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (c) provide for the assumption of the obligations of the Company to Holders in the case of a merger, consolidation, or in a manner such amalgamation or sale of all or substantially all of the assets of the Company; provided, however, that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect Company shall deliver to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, Trustee (vi) to add an Opinion of Counsel to the covenants effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. federal income tax on the Issuers same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or any Note Guarantor loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or territorial taxes (including withholding taxes) on the benefit of same amounts, in the Holders of same manner and at the Notes or to surrender any right or power conferred upon same times as would have been the Issuers or any Note Guarantor, case if such assumption had not occurred; (vid) 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 this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ixe) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment issuance of Additional Notes in accordance with the Indenture; or (f) comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, voting as a single class, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Guarantees or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (Notes, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), voting as a single class. Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) Company’s obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes in case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers or any Note Guarantor, Company’s assets (viiv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this the Supplemental Indenture of any such Holder, ; (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture under the Trust Indenture Act; (vi) to provide for the issuance of Additional Notes in accordance with the Supplemental Indenture; (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, Notes or the Intercreditor Agreement or any Security Document Guarantees to any provision under of the heading “Description of Notes” Notes to the extent that such provision in the ProspectusDescription of Notes was intended to be a verbatim recitation of a provision of the Supplemental Indenture, the Notes or the Guarantees; (viii) to make allow any amendment Guarantor to the provisions of execute a supplemental indenture to the Supplemental Indenture relating and/or a Guarantee with respect to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of by a successor Trustee or Collateral Agent thereunder pursuant trustee; (x) to add Guarantees with respect to the requirements thereof, Notes; (xi) to release a Note Guarantor pursuant to secure the terms of Article 10 of the Indenture, Notes; or (xii) to make release any amendment to the provisions Lien granted in favor of the Indenture or Holders of the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”pursuant to

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Indenture Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes Documents may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), in each case without notice to any other Holder. Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than the provisions of Sections 3.12, 3.13 and 5.14 of the Indenture prior to the time at which an obligation to make such an offer has arisen); (3) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (4) waive a NoteDefault in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; (7) [reserved]; or (8) make any change to Sections 10.01 or 10.02 of the Indenture. No amendment, supplement or waiver shall, without the consent of Holders of not less than 66 2/3% in aggregate principal amount of the then outstanding Notes issued under the Indenture, release (or have the effect of releasing) all or substantially all of the Collateral from the Liens securing the Indenture Obligations. Notwithstanding the foregoing, without the consent of any Holder, the IssuersCompany, the Trustee and the Collateral Agent may amend amend, supplement or supplement waive any provision of the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes Indenture Documents to: (i1) to cure any ambiguity, omissiondefect, mistakemistake or inconsistency or to make a modification of a formal, defect minor or inconsistency, technical nature or to correct a manifest error; (ii2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) comply with the uncertificated Notes are issued in registered form covenant relating to mergers, consolidations and sales of assets; (4) provide for purposes of Section 163(f) the assumption of the Code, Company’s obligations to Holders in the case of a merger or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(Bconsolidation; (5) of the Code), [reserved]; (iv6) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, Company; (vi7) 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 this Supplemental the Indenture Documents of any such Holder; (8) if it becomes necessary to qualify the Indenture under the TIA, (vii) to conform the text comply with requirements of the Supplemental Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of the Intercreditor Agreement or any Security Document to any provision Indenture under the heading “Description TIA; (9)(i) enter into additional or supplemental Collateral Documents or (ii) release Collateral in accordance with the AMERICAS 110782874 A-9 terms of Notes” in the Prospectus, Indenture and the Collateral Documents; (viii10) evidence and provide for the acceptance and appointment under the Indenture of a successor trustee pursuant to the requirements thereof; (11) make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of NotesNotes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; provided, however, that (ai) compliance with the Indenture as so amended would not result in notes Notes being transferred in violation of the Securities Act or any other applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii12) to make any amendment to conform the provisions text of the Indenture Documents to any provision of the “Description of the Temporary Notes” or “Description of the Notes Heights Finance Acquisition Notes” section of the Offering Memorandum to eliminate the effect extent that such provision of the “Description of the Temporary Notes” or “Description of the Heights Finance Acquisition Notes” was intended to be a verbatim recitation of a provision of the Indenture Documents, which intent shall be evidenced by an Officer’s Certificate of the Company to that effect. The consent of Holders is not necessary under the Indenture to approve the particular form of any Accounting Change proposed amendment, supplement or in waiver. It is sufficient if such consent approves the application thereof as described in substance thereof. After an amendment, supplement or waiver under the last paragraph Indenture becomes effective, the Company is required to send to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the definition of “GAAPamendment, supplement or waiver.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Notes or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject ) and subject to certain exceptionsSections 6.4 and 6.7, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, Liquidated Damages, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Supplemental Indenture Notes or the Notes Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteNotes, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, this Indenture or the Notes Notes: (i) to cure evidence the succession of another Person to the Company, a Guarantor or any ambiguityother obligor on the Notes, omission, mistake, defect or inconsistency, (ii) to provide for and the assumption by a any such successor Person of the obligations covenants of the Issuers Company or any Note such obligor or Guarantor under in the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes and in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and in any Guarantee in accordance with Article 5 of the Note Guarantees, Indenture; (vii) to add to the covenants of the Issuers Company, any Guarantor or any Note Guarantor other obligor upon the Notes for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company or any Note GuarantorGuarantor or any other obligor upon the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee; (viiii) to cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in this Indenture, the Notes or any Guarantee or make any change that would provide other provisions with respect to matters or questions arising under this Indenture, the Notes or any additional rights or benefits to Holders or that does Guarantee; provided that, in each case, such provisions shall not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text interest of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions Holders of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ixiv) to release Collateral from comply with the Lien requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, this TIA; (xv) to add a Guarantor under this Indenture; (vi) to evidence and provide for the acceptance and of the appointment under the Supplemental Indenture of a successor Trustee under this Indenture; or Collateral Agent thereunder (vii) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as additional security for the payment and performance of the Company's and any Guarantor's obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security is required to be granted to the trustee pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPotherwise.”

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitationvoting as a single class, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes or the Subsidiary Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a NoteNotes, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guaranteethe Subsidiary Guarantees, any Security Document, the Collateral Trust Agreement or the Notes Note Security Documents may be amended or supplemented (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the such uncertificated Notes are issued in registered form for purposes of Section 163(fU.S. tax purposes), (iii) to provide for the assumption of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) Company’s Obligations to Holders of the Code)Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 of the Supplemental Indenture, (iv) to add Guarantees Collateral with respect to any or all of the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, Notes; (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this the Supplemental Indenture of any such Holder, (vi) [reserved], (vii) to conform the text of the Supplemental Indenture, Indenture or the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Notes to any provision under of the heading “Description of the Notes” in section of the ProspectusCompany’s Offering Memorandum, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder trustee pursuant to the requirements thereof, (ix) [reserved], (x) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes, (xi) in the case of any Note Security Document, to release a Note Guarantor include therein any legend required to be set forth therein pursuant to the terms of Article 10 of Collateral Trust Agreement or to modify any such legend as required by the IndentureCollateral Trust Agreement, or (xii) to make any amendment to release Collateral from the provisions of Lien securing the notes when permitted or required by the Note Security Documents, the Indenture or the Notes Collateral Trust Agreement, (xiii) to eliminate enter into any intercreditor agreement having substantially similar terms with respect to the effect of any Accounting Change or Holders as those set forth in the application thereof Collateral Trust Agreement, or any joinder thereto; or (xiv) with respect to the Note Security Documents, as described provided in the last paragraph of the definition of “GAAPCollateral Trust Agreement (including to add or replace secured parties).”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental IndentureCompanies, the Intercreditor Agreement, any Note Guarantee, Guarantors and the Security Documents Trustee may amend or supplement the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in (i) the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the IssuersCompanies, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iiib) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes, (provided that c) provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Codeobligations of TWI, the other Parent Guarantors and the Companies to Holders in the case of a merger or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) consolidation or sale of all or substantially all of the Code)assets of TWI, the other Parent Guarantors or the Companies; (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vid) 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 this Supplemental the Indenture of any such Holder, (viie) to conform the text comply with requirements of the Supplemental IndentureCommission in order to effect or maintain the qualification of the Indenture under the TIA, (f) to comply with the rules of any applicable securities depositary, (g) to add Guarantees with respect to Notes or to secure the Notes, any Note Guarantee, (h) to add to the Intercreditor Agreement covenants of the Companies or any Security Document to Guarantor for the benefit of the Holders or surrender any provision under right or power conferred upon the heading “Description of Notes” in the ProspectusCompanies or any Guarantor, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (xi) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder trustee pursuant to the requirements thereof, or (xij) to release a Note Guarantor pursuant to conform the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions text of the Indenture or the Notes to eliminate any provision of the effect section of any Accounting Change or the Offering Memorandum entitled "Description of the Notes" to the extent that such provision in the application thereof as described in the last paragraph Description of Notes was intended to be a verbatim recitation of a provision of the definition of “GAAPIndenture, the Guarantees or the Notes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Notes, the Note Guarantees, and the Collateral Documents (including, with the consent of the required lenders under the Credit Facilities, the Intercreditor Agreement, any Note Guarantee, the Security Documents or the Notes ) may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event or Default or compliance with any provision of the Supplemental Indenture or Indenture, the Notes and the Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any amendment to, or waiver of, the provisions of the Indenture or any Collateral Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding. Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes Note Guarantees may be amended or supplemented (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”;

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Notes or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least not less than a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes Guarantees may be amended or supplemented (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (vb) to add to the covenants of the Issuers Company or any Note Guarantor the Guarantors for the benefit of the Holders of the Notes Holders, or to surrender any right or power conferred upon the Issuers Company or any Note Guarantor, the Guarantors by the Indenture or herein; (vic) to make any change that would provide any for collateral for or additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text Guarantors of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ixd) to evidence the succession of another Person to the Company, and the assumption by any such successor of the obligations of the Company, herein and in the Indenture in accordance with the terms of the Indenture; (e) to comply with the TIA; (f) to evidence the succession of another corporation to any Guarantor and assumption by any such successor of the Guarantee of such Guarantor pursuant to the Indenture; (g) to evidence the release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, of any Guarantor; (xh) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant with respect to the requirements thereof, Notes; (xii) in any other case where a supplemental indenture is required or permitted to release a Note Guarantor be entered into pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or without the Notes to eliminate the effect consent of any Accounting Change or in Holder; (j) to provide for the application thereof as described in the last paragraph issuance and authorization of the definition Exchange Notes; or (k) to make any change that does not adversely affect the rights of “GAAPany Holder.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount Initial Principal Amount of the then outstanding Notes (includingNotes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Note Guarantees or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount Initial Principal Amount of the then outstanding Notes (includingNotes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteHolder, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes, (provided that iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption 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 Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers Issuer’s or any Note Guarantor for the benefit of the Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuers or any Note Guarantorconsolidation, (viiv) 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 this Supplemental the Indenture of any such Holder, (viiv) to conform comply with the text requirements of the Supplemental Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of the Intercreditor Agreement or any Security Document to any provision Indenture under the heading “Description of Notes” in the ProspectusTIA, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (xvi) to evidence and provide for the acceptance and appointment under the Supplemental this Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereofof Section 7.08, (xivii) to release provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date, (viii) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantor pursuant Guarantee with respect to the terms of Article 10 of Notes or to secure the IndentureNotes, or (xiiix) to make any amendment to issue additional notes in accordance with the provisions terms of the Indenture or the Notes (x) to eliminate the effect provide for exchange rights of Holders upon any Accounting Change recapitalization, reclassification or in the application thereof as described in the last paragraph change of Common Stock, a consolidation, merger or combination involving a sale, lease or other transfer to another corporation of the definition consolidated assets of “GAAPHoldings and its Subsidiaries substantially as an entirety, or any statutory share exchange.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, SFC and the Supplemental Indenture, Trustee may amend or supplement the Intercreditor Agreement, any Note Guarantee, the Security Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Section 6.04 and Section 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, SFC and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person corporation, partnership or limited liability company of the obligations of SFC, HoldCo 3, the Issuers other Guarantors or any Note Guarantor the Trustee under the Supplemental Indenture or the Security DocumentsIndenture, (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 CodeNotes, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add additional Guarantees or additional obligors with respect to the Notes or to add additional Collateral Notes, to secure the Notes and the Note GuaranteesNotes, (v) to add to the covenants of SFC, HoldCo 3, the Issuers other Guarantors or any Note Guarantor the Trustee for the benefit of the Holders of the Notes or to surrender any right or power conferred upon SFC, HoldCo 3, the Issuers other Guarantors or the Trustee, to provide for conversion rights of Holders if any reclassification or change of Common Stock or any Note Guarantorconsolidation, merger or sale of all or substantially all of SFC's property and assets occurs or otherwise to comply with the provisions of the Indenture in the event of a merger, consolidation or transfer of assets (viincluding the provisions of Section 14.10 and Article 5 of the Indenture) to increase the Conversion Rate (provided that the increase will not materially adversely affect the interests of Holders), to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment change to the provisions comply with any requirement of the Supplemental Indenture relating Commission in order to effect or maintain the transfer and legending qualification of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted TIA, or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) subject to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 Section 9.03 of the Indenture, or (xii) to make any amendment change to the subordination provisions of the Indenture that would limit or terminate the Notes benefits available to eliminate the effect any holder of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPSenior Debt under such provisions.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Subsidiary Guarantees or the Cash Pay Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingCash Pay Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Cash Pay Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Cash Pay Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingCash Pay Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Cash Pay Notes). Without the consent of any Holder of a NoteHolder, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Subsidiary Guarantees or the Cash Pay Notes may be amended or supplemented (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Cash Pay Notes in addition to or in place of certificated Notes Cash Pay Notes, (provided that iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Issuer’s or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) any Guarantor’s obligations to Holders of the Code)Cash Pay Notes in case of a merger or consolidation, (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (viiv) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, (vi) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, Subsidiary Guarantees or the Intercreditor Agreement or any Security Document Cash Pay Notes to any provision under of the heading “Description of Notes” section of the Offering Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Cash Pay Notes, (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the ProspectusIndenture as of the Issue Date, (viii) to make allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Cash Pay Notes or to secure the Cash Pay Notes, or (ix) to issue additional notes in accordance with the terms of the Indenture. In addition, except as provided in clause (vi) of the preceding sentence, any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending Article 10 of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation (including the definitions of the Securities Act or any other applicable securities law “Senior Debt” and (b“Designated Senior Debt”) such amendment does not materially and that adversely affect affects the rights of Holders to transfer Notes; (ix) to release Collateral from any holder of Designated Senior Debt of the Lien under Issuer then outstanding requires the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture consent of a successor Trustee majority of the holders of such Designated Senior Debt (or Collateral Agent thereunder pursuant any group or representative thereof authorized to give a consent), and any amendment or waiver of the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms provisions of Article 10 of the Indenture, or (xii) to make any amendment to Indenture that adversely affects the provisions rights of the Indenture or Holders requires the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph consent of the definition Holders of “GAAPat least 66-2/3% in aggregate principal amount of Cash Pay Notes then outstanding.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, exceptions set forth in Section 9.02 of the Supplemental Indenture, the Intercreditor AgreementIndenture (including, any Note Guaranteewithout limitation, Section 4.10 and Section 4.15 thereof), the Security Documents Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing past Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any), voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without notice to or the consent of any Holder of a NoteNotes, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes (i) Note Guarantees may be amended or supplemented to cure any ambiguity, omissiondefect, mistakeomission or inconsistency in the Indenture or the Notes or Note Guarantees, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the REIT’s obligations to Holders of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesGuarantees by its successor, (v) or to provide for the assumption of any Issuer’s or any Subsidiary Guarantor’s obligations to Holders of the Notes and the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of any Issuer’s or such Subsidiary Guarantor’s assets in compliance with Article 5 of the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder in any material respect, to evidence and provide for the acceptance of an appointment by a successor Trustee, to add to the covenants of the Issuers REIT, any Issuer or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers REIT, any Issuer or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Notes or the Note Guarantee, the Intercreditor Agreement or any Security Document Guarantees to any provision under of the heading “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the Prospectus“Description of the Notes” section of the Offering Memorandum was intended to be a substantially verbatim recitation of a provision of the Indenture, (viii) the Notes or the Note Guarantees, as set forth in an Officers’ Certificate of the Operating Partnership, to provide for the issuance of Additional Notes and related Note Guarantees in accordance with the terms of the Indenture, to provide for any Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture, to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of the Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes Notes being transferred in violation of the Securities Act Act, or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) , to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the acceptance and appointment under the Supplemental Indenture uncertificated Notes are issued in registered form for purposes of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xiSection 163(f) to release a Note Guarantor pursuant to the terms of Article 10 of the IndentureCode, or (xii) to make supplement any amendment to of the provisions of the Indenture to the extent necessary to permit or facilitate defeasance and discharge of the Notes; provided, that the action shall not adversely affect the interests of the Holders of Notes in any material respect, to provide for a reduction in the minimum denominations of the Notes or to eliminate comply with the effect rules of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPapplicable securities depositary.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Holder of Notes held by a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to cure any ambiguityan amendment, omission, mistake, defect supplement or inconsistency, waiver; (ii) to provide for reduce the assumption by a successor Person principal of or change the obligations fixed maturity of the Issuers or any Note Guarantor under or alter the Supplemental Indenture or the Security Documents, (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 Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees provisions with respect to the redemption of the Notes (other than provisions relating to the covenants set forth in Sections 4.10 and 4.13 of the Indenture); (iii) reduce the rate of or to add additional Collateral to secure change the time for payment of interest on any Note; (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the Note Guarantees, payment default that resulted from such acceleration); (v) to add to the covenants of the Issuers or make any Note Guarantor for payable in money other than that stated in the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, Notes; (vi) to make any change that would provide any additional in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or benefits to Holders premium, if any, or that does not adversely affect interest on the legal rights under this Supplemental Indenture of any such Holder, Notes; (vii) waive a redemption payment with respect to conform the text any Note (other than a payment required by one of the Supplemental covenants set forth in Sections 4.10 or 4.13 of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement ); or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any change in the foregoing amendment and waiver provisions. In addition, any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending Article 10 or Article 12 of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation (which relate to subordination) will require the consent of the Securities Act or any other applicable securities law and (b) Holders of at least 75% in aggregate principal amount of the Notes then outstanding if such amendment does not materially and would adversely affect the rights of Holders to transfer of Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Notes Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingvoting as a single class, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event or Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent Notes Documents may amend be amended or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes supplemented: (i) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) Guarantor’s obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes and Note Guarantees by a successor to the Company or to surrender any right or power conferred upon the Issuers or any Note such Guarantor, ; (viiv) 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 this Supplemental the Indenture of any such Holder, Holder as determined by the Board of Directors evidenced by a resolution thereof and Officers’ Certificate delivered to the Trustee; (viiv) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to conform the text of the Supplemental Indenture, the Notes, any Note GuaranteeGuarantees, the Intercreditor Agreement Notes or any Security Document the Collateral Documents to any provision under of the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions section of the Supplemental Indenture Company’s Offering Memorandum dated December 12, 2011, relating to the transfer and legending initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision hereof or thereof; provided, however, that or (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; (ixvii) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) allow any Guarantor to evidence and provide for the acceptance and appointment under the Supplemental Indenture of execute a successor Trustee or Collateral Agent thereunder pursuant supplemental indenture and/or a Note Guarantee with respect to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount Reduced Principal Amount of the then outstanding Notes (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount Reduced Principal Amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes (i) Subsidiary Guarantees may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes, to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) Guarantor’s obligations to Holders pursuant to Article 5 of the Code)Sixth Supplemental Indenture, (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) to conform Holder including any increase in the text Conversion Rate or other consideration due upon conversion of the Notes (whether or not subject to time limitations or other conditions), to secure the Notes or the Subsidiary Guarantees, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, to comply with the requirements of Section 11.11 of the Sixth Supplemental Indenture, to make the Notes, any Note Guarantee, other amendments and supplements described in Section 9.01 of the Intercreditor Agreement Sixth Supplemental Indenture or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment changes necessary or advisable, in the Company’s sole discretion, in order to effect the provisions settlement of amounts due pursuant to Section 4.01 of the Sixth Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Company and the Intercreditor Agreement, any Note Guarantee, Trustee may amend or supplement the Security Documents Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of principal, premium, if any, interest or Special Interest or Additional Amounts, if any, on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolder, the Issuers, Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (iib) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided 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); (c) provide for the assumption of the obligations of the Company and/or a Subsidiary Guarantor to Holders in the case of a merger, (iv) to add Guarantees with respect consolidation, or amalgamation or sale of all or substantially all of the assets of the Company and/or a Subsidiary Guarantor; PROVIDED, HOWEVER, that the Company shall deliver to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, Trustee (vi) to add an Opinion of Counsel to the covenants effect that Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such assumption by a successor corporation and will be subject to U.S. federal income tax on the Issuers same amount and in the same manner and at the same times as would have been the case if such assumption had not occurred, and (ii) an Opinion of Counsel in Canada to the effect that Holders will not recognize income, gain or any Note Guarantor loss for Canadian federal, provincial or territorial tax purposes as a result of such assumption by a successor corporation and will be subject to Canadian federal, provincial or territorial taxes (including withholding taxes) on the benefit of same amounts, in the Holders of same manner and at the Notes or to surrender any right or power conferred upon same times as would have been the Issuers or any Note Guarantor, case if such assumption had not occurred; (vid) 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 this Supplemental Indenture of any such Holder, ; (viie) add additional Guarantees with respect to conform the text Notes or release Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ixf) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment issuance of Additional Notes in accordance with the Indenture; or (g) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, Indenture and the Intercreditor Agreement, any Note Guarantee, the Security Documents or the Notes Securities may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate outstanding principal amount of the then outstanding Notes (includingSecurities, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or compliance with any provision of the Supplemental Indenture or the Notes Securities may be waived, including by way of amendment, waived with the written consent of the Holders of at least a majority in aggregate outstanding principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)Securities. Without the consent of any Holder of a NoteSecurity, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Subsidiary Guarantees or the Notes Securities may be amended or supplemented (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iiib) to provide for uncertificated Notes Securities in addition to or in place of certificated Notes Securities, (provided that c) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) Guarantor’s obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note GuarantorSecurities in specified circumstances, (vid) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely materially affect the legal rights under this Supplemental Indenture of any such Holder, (viie) to comply with any requirement of the SEC in connection with qualifying the Indenture under the Trust Indenture Act or maintaining such qualification, (f) to add or release Guarantors in compliance with the Indenture, to appoint a successor Trustee or to add additional Events of Default, (g) to secure the Securities, (h) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, Securities or the Intercreditor Agreement or any Security Document Subsidiary Guarantees to any provision under the heading “Description of the Notes” in the Prospectus, Company’s offering memorandum respecting the Initial Securities and (viiii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance issuance of Exchange Securities and appointment under the Supplemental Indenture of a successor Trustee related Subsidiary Guarantees or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of Additional Securities and related Subsidiary Guarantees in accordance with the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, of the Security Documents or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject , and, subject to certain exceptions, any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes, any of the Security Documents or the Notes Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), provided, however, that if any amendment, waiver or other modification will only affect the Dollar Notes, only the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Dollar Notes (and not the consent of at least a majority in aggregate principal amount of all Notes), shall be required. Without the consent of Holders holding at least 90% of the then outstanding principal amount of Dollar Notes, an amendment, supplement or waiver may not: (A) reduce the principal amount of Dollar Notes whose Holders must consent to an amendment, supplement or waiver; (B) reduce the principal of or change the Stated Maturity of any Dollar Note or reduce the premium payable upon the redemption or repurchase of any Dollar Note or change the time at which any Dollar Note may be redeemed or repurchased; (C) reduce the rate of or change the time for payment of interest, including default interest, on any note; (D) make any Dollar Note payable in money other than that stated in the Dollar Notes; (E) make any change in the provisions of the Indenture relating to waivers of past Defaults which require the consent of Holders of at least 90% of the then outstanding principal amount of Dollar Notes outstanding; (F) impair the right of any Holder of Dollar Notes to receive payments of principal of, or interest or premium on, the Dollar Notes on or after the due date therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Dollar Notes; (G) change the ranking of the Notes, the Guarantees or the Security granted under the Security Documents; (H) release any Lien on the Collateral except as permitted by the Indenture and the Security Documents; (I) modify or release any of the Guarantees in any manner materially adverse to the Holders of the Dollar Notes other than in accordance with the terms of the Indenture; or (J) make any change in the preceding amendment and waiver provisions. Without the consent of any Holder of a NoteDollar Notes, the IssuersIssuer, the Guarantors, the Trustee and and/or the Collateral Security Agent may amend or supplement the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, any Security Document, the Guarantees or the Notes (i) Security Documents to cure any ambiguity, mistake, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes, to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption by a successor Person of the Code, Issuer’s or in a manner such that the uncertificated Guarantor’s obligations to Holders of Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add and Guarantees with respect pursuant to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesIndenture, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Supplemental Indenture the Indenture, the Notes, the Guarantees or the Security Documents of any such HolderHolder in any respect, (vii) to conform the text of the Supplemental Indenture, the NotesGuarantees, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture Intercompany Loans or the Intercreditor AgreementNotes to any provision of the “Description of the Notes” in the Offering Memorandum dated November 24, 2009 relating to the offering of the Notes, to the extent that such provision in such “Description of the Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the Guarantees, the Security Documents or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture and to make such changes as may be required to the Security Documents (xand any intercreditor agreement) to accommodate and implement such issuance of Additional Notes, to allow any Subsidiary to execute a supplemental indenture and/or a Guarantee with respect to the Notes or to further secure the Notes, to enter into, amend or supplement any intercreditor agreement with the holder, and/or any agent in respect thereof, of any other Indebtedness permitted to be incurred under the Indenture; provided that no such intercreditor agreement shall provide that the Notes or any Guarantee are subordinated to any such Indebtedness or subject to any payment blockage or enforcement standstill or that any Lien securing the Notes or the Guarantees ranks behind any Lien securing such Indebtedness, to evidence and provide for the acceptance and appointment under the Supplemental Indenture or Security Documents of a successor Trustee or Collateral Security Agent thereunder pursuant to the requirements requirement thereof, (xi) to release a Note Guarantor pursuant or to the terms extent necessary to provide for the granting of Article 10 a security interest for the benefit of the Indenture, or any Person (xiiincluding any release and re-grant of a Lien) to make any amendment to the provisions of and as otherwise contemplated by the Indenture provided that, in each case, such amendment, supplement, modification, extension, renewal, restatement or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPreplacement does not violate such covenant.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, of the Security Documents or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject , and, subject to certain exceptions, any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes, any of the Security Documents or the Notes Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), provided, however, that if any amendment, waiver or other modification will only affect the Euro Notes, only the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Euro Notes (and not the consent of at least a majority in aggregate principal amount of all Notes), shall be required. Without the consent of Holders holding at least 90% of the then outstanding principal amount of Euro Notes, an amendment, supplement or waiver may not: (A) reduce the principal amount of Euro Notes whose Holders must consent to an amendment, supplement or waiver; (B) reduce the principal of or change the Stated Maturity of any Euro Note or reduce the premium payable upon the redemption or repurchase of any Euro Note or change the time at which any Euro Note may be redeemed or repurchased; (C) reduce the rate of or change the time for payment of interest, including default interest, on any note; (D) make any Euro Note payable in money other than that stated in the Euro Notes; (E) make any change in the provisions of the Indenture relating to waivers of past Defaults which require the consent of Holders of at least 90% of the then outstanding principal amount of Euro Notes outstanding; (F) impair the right of any Holder of Euro Notes to receive payments of principal of, or interest or premium on, the Euro Notes on or after the due date therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Euro Notes; (G) change the ranking of the Notes, the Guarantees or the Security granted under the Security Documents; (H) release any Lien on the Collateral except as permitted by the Indenture and the Security Documents; (I) modify or release any of the Guarantees in any manner materially adverse to the Holders of the Euro Notes other than in accordance with the terms of the Indenture; or (J) make any change in the preceding amendment and waiver provisions. Without the consent of any Holder of a NoteEuro Notes, the IssuersIssuer, the Guarantors, the Trustee and and/or the Collateral Security Agent may amend or supplement the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, any Security Document, the Guarantees or the Notes (i) Security Documents to cure any ambiguity, mistake, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes, to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption by a successor Person of the Code, Issuer’s or in a manner such that the uncertificated Guarantor’s obligations to Holders of Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add and Guarantees with respect pursuant to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesIndenture, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Supplemental Indenture the Indenture, the Notes, the Guarantees or the Security Documents of any such HolderHolder in any respect, (vii) to conform the text of the Supplemental Indenture, the NotesGuarantees, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture Intercompany Loans or the Intercreditor AgreementNotes to any provision of the “Description of the Notes” in the Offering Memorandum dated November 24, 2009 relating to the offering of the Notes, to the extent that such provision in such “Description of the Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the Guarantees, the Security Documents or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture and to make such changes as may be required to the Security Documents (xand any intercreditor agreement) to accommodate and implement such issuance of Additional Notes, to allow any Subsidiary to execute a supplemental indenture and/or a Guarantee with respect to the Notes or to further secure the Notes, to enter into, amend or supplement any intercreditor agreement with the holder, and/or any agent in respect thereof, of any other Indebtedness permitted to be incurred under the Indenture; provided that no such intercreditor agreement shall provide that the Notes or any Guarantee are subordinated to any such Indebtedness or subject to any payment blockage or enforcement standstill or that any Lien securing the Notes or the Guarantees ranks behind any Lien securing such Indebtedness, to evidence and provide for the acceptance and appointment under the Supplemental Indenture or Security Documents of a successor Trustee or Collateral Security Agent thereunder pursuant to the requirements requirement thereof, (xi) to release a Note Guarantor pursuant or to the terms extent necessary to provide for the granting of Article 10 a security interest for the benefit of the Indenture, or any Person (xiiincluding any release and re-grant of a Lien) to make any amendment to the provisions of and as otherwise contemplated by the Indenture provided that, in each case, such amendment, supplement, modification, extension, renewal, restatement or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPreplacement does not violate such covenant.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note GuaranteeNotes, the Security Documents or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event or Default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a NoteHolder, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes Guarantees to (i) evidence the succession of another corporation to the Company or each Guarantor or successive successions, and the assumption by any successor corporation of certain covenants, agreements and obligations; (ii) add to the covenants of the Company for the benefit of the Holders; (iii) cure any ambiguity, omission, mistake, defect or inconsistency, provided that such action does not adversely affect the interests of the Holders; (iiiv) convey, transfer, assign, mortgage or pledge any property to or with the Trustee; (v) evidence and provide for the acceptance of the appointment of a successor trustee under the Indenture; and (vi) (x)evidence the succession of another corporation to each Guarantor, or successive successions, and the assumption by any successor corporation of certain covenants, agreements and obligations; (y) add to the covenants of a successor Person Guarantor for the benefit of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, Holders; (iiiz) to evidence and provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add any new Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture release of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or ; (xiixx) to make any amendment to the provisions of provide for additional Collateral; and (yy) release Collateral in accordance with the Indenture or and the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPSecurity Documents.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Indenture Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes Documents may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes). Without the consent of each Holder affected, an amendment, supplement or waiver with respect to the Indenture Documents may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the principal amount of a NoteNotes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the Issuersprincipal of, premium, if any, or change the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, fixed maturity of any Note Guarantee, any Security Document, or alter the provisions with respect to the redemption of the Notes (iother than the provisions of Sections 3.09, 5.10, 5.14 and 5.15 of the Indenture prior to the time at which an obligation to make an offer to purchase Notes thereunder has arisen); (3) reduce the rate of or change the time for payment of interest, including default interest, or Additional Interest, if any, on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium, if any, interest or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes and the consequences thereof by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, interest or Additional Interest, if any, on the Notes when due and payable; (7) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; (8) after the Company’s obligation to make and consummate a Change of Control Offer, an Asset Sale Offer or an Excess Cash Flow Offer arises under the Indenture, amend, change or otherwise modify (A) such obligation in any material respect or (B) the provisions or definitions with respect thereto; or (9) make any change in the foregoing or succeeding amendment, supplement and waiver provisions. In addition, any amendment to, supplement or waiver of, the provisions of the Indenture Documents that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 662/3% in aggregate principal amount of the Notes then outstanding. Notwithstanding the foregoing, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend, supplement or waive any provision of the Indenture Documents to: (1) cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error; (ii2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) comply with the uncertificated Notes are issued in registered form covenant relating to mergers, consolidations, amalgamations and sales of assets; (4) provide for purposes of Section 163(f) the assumption of the CodeCompany’s or any Guarantor’s obligations to Holders in the case of a merger, consolidation, amalgamation or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) sale of all or substantially all of the Code), assets of such Person; (iv5) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers Company or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company or any Note Guarantor, ; (vi6) 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 this Supplemental the Indenture Documents of any such Holder, ; (vii7) to conform the text comply with requirements of the Supplemental Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of the Intercreditor Agreement or any Security Document to any provision Indenture under the heading “Description TIA; (8) (i) enter into additional or supplemental Collateral Documents or (ii) release Collateral in accordance with the terms of Notes” the Indenture Documents; (9) (i) enter into additional or supplemental Note Guarantees with respect to the Notes or (ii) release a Note Guarantee by a Guarantor which release is otherwise permitted under the Indenture and would not result in a Default or Event of Default; (10) evidence and provide for the Prospectus, acceptance and appointment under the Indenture of a successor trustee pursuant to the requirements thereof; (viii11) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of NotesNotes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; provided, however, that (ai) compliance with the Indenture as so amended would not result in notes Notes being transferred in violation of the Securities Act or any other applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix12) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for or confirm the acceptance and appointment under the Supplemental Indenture issuance of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to Additional Notes in accordance with the terms of Article 10 of the Indenture, ; (13) add or replace First Priority Agents under the Intercreditor Agreement or to conform the provisions therein related to the collateral securing first priority claims (as defined therein) to the definition of First Priority Collateral; or (xii14) to make any amendment to conform the provisions text of the Indenture or any other Indenture Document to any provision of the Notes “Description of the Notes” section of the Offering Memorandum to eliminate the effect extent that such provision was intended to be a verbatim recitation of a provision of the Indenture or any other Indenture Document, as evidenced by an Officers’ Certificate of the Company. The consent of Holders is not necessary under the Indenture to approve the particular form of any Accounting Change proposed amendment, supplement or in waiver. It is sufficient if such consent approves the application thereof as described in substance thereof. After an amendment, supplement or waiver under the last paragraph Indenture becomes effective, the Company is required to mail to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the definition of “GAAPamendment, supplement or waiver.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Indenture Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes Documents may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), in each case without notice to any other Holder, but subject to Section 5.20 of the Indenture. Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than the provisions of Sections 3.09, 5.10 and 5.14 of the Indenture prior to the time at which an obligation to make such an offer has arisen); (3) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (4) waive a NoteDefault in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; (7) release any Guarantor from any of its obligations under its Notes Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (8) make any change to Sections 10.01 or 10.02 of the Indenture. No amendment, supplement or waiver shall, without the consent of Holders of not less than 66 2/3% in aggregate principal amount of the then outstanding Notes issued under the Indenture, release (or have the effect of releasing) all or substantially all of the Collateral from the Liens securing the Indenture Obligations. Notwithstanding the foregoing, without the consent of any Holder, the IssuersCompany, the Trustee and the Collateral Agent may amend amend, supplement or supplement waive any provision of the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes Indenture Documents to: (i1) to cure any ambiguity, omissiondefect, mistakemistake or inconsistency or to make a modification of a formal, defect minor or inconsistencytechnical nature or to correct a manifest error, (ii2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes, (provided that 3) comply with the uncertificated Notes are issued in registered form covenant relating to mergers, consolidations and sales of assets; (4) provide for purposes of Section 163(f) the assumption of the Code, Company’s or any Guarantor’s obligations to Holders in the case of a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) merger or consolidation or sale of all or substantially all of the Code)Company’s or such Guarantor’s assets, (iv5) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesNotes, (v6) to add to the covenants of the Issuers Company or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company or any Note Guarantor, (vi7) 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 this Supplemental the Indenture Documents of any such Holder, (vii) 8) if it becomes necessary to conform qualify the text Indenture under the TIA, comply with requirements of the Supplemental IndentureSEC in order to effect or maintain the qualification of the Indenture under the TIA, (9) (i) enter into additional or supplemental Collateral Documents, (ii) release Collateral or Guarantors in accordance with the Notes, terms of the Indenture and the Collateral Documents or (iii) enter into any Note Guarantee, replacement intercreditor agreement substantially in the form of the Intercreditor Agreement or any Security Document to any provision entered into on the date of the Indenture, (10) evidence and provide for the acceptance and appointment under the heading “Description Indenture of Notes” in a successor trustee pursuant to the Prospectusrequirements thereof, (viii11) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of NotesNotes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; provided, however, that (ai) compliance with the Indenture as so amended would not result in notes Notes being transferred in violation of the Securities Act or any other applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; , (ix12) conform the text of the Indenture Documents to release Collateral from any provision of the Lien under “Description of Notes” section of the Security Document when permitted or required by Offering Memorandum to the Security extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture Documents, which intent shall be evidenced by an Officers’ Certificate of the Supplemental Company to that effect, (13) provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture or (14) subject the Intercreditor Agreement, (x) to evidence and provide for security interests in the acceptance and appointment under the Supplemental Indenture Collateral in respect of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant Pari Passu Payment Lien Obligations to the terms of Article 10 the Collateral Documents and Intercreditor Agreement, to the extent the incurrence of such Pari Passu Indebtedness and the grant of all Liens on Collateral held for the benefit of such Pari Passu Indebtedness was permitted under the Indenture. The consent of Holders is not necessary under the Indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under the Indenture becomes effective, the Company is required to mail to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the Indentureamendment, supplement or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPwaiver.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Indenture or the Notes or the Subsidiary Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes or the Subsidiary Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes (i) or the Subsidiary Guarantees may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the Company’s or a Subsidiary Guarantor’s obligations to the Holders of the Issuers Notes and Subsidiary Guarantees in the case of a merger or any Note Guarantor under consolidation or sale, conveyance, transfer or lease of all or substantially all of the Supplemental Indenture Company’s or the Security Documentssuch Subsidiary Guarantor’s assets, (iii) to as applicable, provide for uncertificated Notes in addition to or in place of certificated Notes (provided provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add additional Guarantees with respect to the Notes Notes, make, complete or to add additional confirm any grant of Collateral to secure permitted or required by the Notes and Indenture or any of the Note GuaranteesLien Security Documents, (v) to including adding any additional assets as Collateral, or any release of Collateral in accordance with the Indenture or any of the Note Lien Security Documents, add to the covenants of the Issuers or any Note Guarantor Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note GuarantorCompany, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) subject to the provisions of the Indenture, conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, Subsidiary Guarantees or the Intercreditor Agreement or any Security Document Notes to any provision under of the heading “Description of Notes” in section of the ProspectusOffering Memorandum, (viii) to make any amendment to the provisions extent that such provision in that Description of the Supplemental Indenture relating Notes was intended to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture be a verbatim recitation of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 provision of the Indenture, the Subsidiary Guarantees or (xii) to make the Notes, provide for the issuance of the Exchange Notes or Additional Notes, or comply with any amendment to requirement of the provisions SEC in connection with the qualification of the Indenture or under the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTIA.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, exceptions in Section 10.02 of the Supplemental Indenture, the Intercreditor Company, the Guarantors and the Trustee may amend or supplement the Indenture, any Collateral Agreement, any Note Guarantee, the Security Documents or the Notes may be amended or supplemented and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesor purchase of, the Notes and Note Guarantees). Subject , and, subject to certain exceptionsSections 7.04 and 7.07 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture Indenture, any Collateral Agreement or the Notes and Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitation, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of each Holder affected, an amendment, supplement or waiver under Section 10.02 of the Indenture may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (4) waive a NoteDefault or Event of Default in the payment of principal of, or interest on, or premium, if any, on, the IssuersNotes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest on, or premium, if any, on, the Trustee Notes; (7) release any Collateral from the Liens of the pledge and security agreements, except as contemplated by the pledge and security agreements; (8) waive a redemption payment or mandatory redemption with respect to any Notes; (9) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (10) make any change in Section 7.04 or 7.07 of the Indenture or in the provisions relating to amendment, supplement and waiver in the Indenture. Without the consent of any Holder, the Company, the Guarantors and the Collateral Agent Trustee may amend or supplement the Supplemental Indenture, the Intercreditor any Collateral Agreement, any Note Guarantee, any Security Document, or the Notes and the Note Guarantees: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii2) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) obligations of the Code)Company or any Guarantor to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or any Guarantor’s assets in accordance with the provisions of the Indenture; (4) to effect the release of a Guarantor from its Note Guarantee and the termination of such Note Guarantee, all in accordance with the provisions of the Indenture governing such release and termination; (iv5) to add Guarantees with respect to the Notes any Note Guarantee or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, Guarantee; (vi6) 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 this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any the Note Guarantee, the Intercreditor Agreement Guarantees or any Security Document Collateral Agreement of any Holder; (7) to any provision comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the heading “Description Trust Indenture Act; (8) to provide for the issuance of Notes” Additional Notes in accordance with the limitations set forth in the Prospectus, Indenture; or (viii9) to make any amendment to provide for a successor trustee in accordance with the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, exceptions set forth in the Supplemental Indenture, (i) the Intercreditor Agreement, any Note Guarantee, the Security Documents or Indenture and the Notes may be amended or supplemented without prior notice to any Holder of Notes but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding voting as a single class and (ii) subject to Section 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture, the Notes or the Note Guarantees may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase oftender offer, or tender offer or exchange offer for, or purchase of, the Notes). Subject to certain exceptions, any existing Default or compliance with any provision of exceptions set forth in the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingIndenture, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteNotes, the IssuersCompany, the Trustee Guarantors, and the Collateral Agent Trustee may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes Note Guarantees to (ia) to cure any ambiguity, omissiondefect, mistake, defect omission or inconsistency, inconsistency as evidenced in an Officers’ Certificate; (iib) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes or Note Guarantees, as applicable, by a Successor to the Company or a successor Person to such Guarantor pursuant to Article 5 of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, Indenture; (iiic) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(fd) 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 any Note Guarantees with respect to the Notes and to release Note Guarantees when required or to add additional Collateral to permitted by the terms of the Indenture; (e) secure the Notes and the Note Guarantees, Notes; (vf) to add to the covenants of the Issuers Company or any Note Guarantor for the benefit of the Holders of all Notes or the Notes Note Guarantees or to surrender any right or power conferred upon the Issuers Company or any Note Guarantor, ; (vig) to make any change that would provide any additional rights or benefits to the Holders of all of the Notes or the Note Guarantees or, in the good faith opinion of the Company, that does not adversely affect the legal rights under this Supplemental Indenture hereunder of any such Holder, Holder of the Notes or any Guarantor; (viih) comply with the requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities; (i) comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (j) conform the text of the Supplemental Indenture, the Notes, any Notes or the Note Guarantee, the Intercreditor Agreement or any Security Document Guarantees to any provision under of the heading “Description of Notes” contained in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture prospectus or supplemental prospectus relating to the transfer and legending initial offering of all of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture or such Notes (as evidenced by an Officers’ Certificate of the Company and Opinion of Counsel); provided, however, that (ak) compliance provide for the issuance of Additional Notes in accordance with the limitations set forth in 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 Notesdate hereof; (ixl) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of hereunder by a successor Trustee or Collateral Agent thereunder pursuant with respect to the requirements thereof, (xi) Notes and to release a Note Guarantor pursuant add to the terms or change any of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture as shall be necessary to provide for or facilitate the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph administration of the definition trusts hereunder by more than one Trustee, pursuant to the requirements of “GAAPSection 7.08 of the Indenture; (m) change the Registrar or Paying Agent; and (n) remove redemption provisions included in any Notes that are no longer in effect.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event or Default or compliance with any provision of the Supplemental Indenture or the Notes or the Note Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingincluding Additional Notes, without limitationif any, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes Note Guarantees, the Intercreditor Agreement or the security Documents may be amended or supplemented (i) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency determined in good faith by the Issuer, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes, (provided that iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Issuer’s or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) Guarantor’s obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes and Note Guarantees in case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers Issuer’s or any Note such Guarantor’s assets, as applicable, and the corresponding release of the Issuer’s or the Guarantor’s obligations under the Indenture, (viiv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (v) to provide for the accession or succession of any parties to the Intercreditor Agreement or the Security Documents (and other amendments that are administrative or ministerial in nature), whether or not in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Credit Agreement, the notes or Other Second-Lien Obligations or any other agreement or action that is not prohibited by the Indenture, (vi) to provide for the release of Collateral in accordance with the terms of the Indenture, the Intercreditor Agreement and the Security Documents, (vii) to expand the Collateral or grant additional liens securing the notes or the Note Guarantees, (viii) to evidence and provide the acceptance of the appointment of a successor trustee under the indenture or successor collateral agent, (ix) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA, (x) to conform the text of the Supplemental Indenture, the Note Guarantees, the Notes, any Note Guarantee, the Intercreditor Agreement or any and the Security Document Documents to any provision under of the heading “Description of Notes” in section of the ProspectusOffering Memorandum, (viii) to make any amendment to the provisions extent that such provision in that “Description of Notes” was intended by the Issuer, as confirmed in an Officer’s Certificate, to be a recitation of a provision of the Supplemental Indenture relating to Indenture, the transfer Note Guarantees, the Notes, the Intercreditor Agreement and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (xii) to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantor pursuant Guarantee with respect to the Notes and to release Guarantors from the Note Guarantee in accordance with the terms of Article 10 of the Indenture, or (xiixiii) to make secure any amendment First Priority Lien Obligations or Other Second-Lien Obligations to the provisions of extent permitted under the Indenture or and the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPSecurity Documents.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Indenture or the Senior Secured Discount Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Senior Secured Discount Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Senior Secured Discount Notes). Subject , and subject to certain exceptions, Sections 6.04 and 6.07 of the Indenture any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiums on, if any, interest on or Liquidated Damages on, if any, the Senior Secured Discount Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture Indenture, the Senior Secured Discount Notes or the Notes Collateral Documents may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Senior Secured Discount Notes (including, without limitation, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a NoteSenior Secured Discount Notes, the Issuers, Indenture or the Senior Secured Discount Notes may be amended or supplemented by the Company and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Senior Secured Discount Notes in addition to or in place of certificated Notes (provided that Senior Secured Discount Notes, to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) Company's obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Senior Secured Discount Notes in the case of a merger or to surrender any right consolidation or power conferred upon sale of all or substantially all of the Issuers or any Note GuarantorCompany's assets, (vi) to make any change that would provide any additional rights or benefits to the Holders of the Senior Secured Discount Notes or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) Holder or to conform comply with the text requirements of the Supplemental Indenture, Commission in order to effect or maintain the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions qualification of the Indenture or under the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPTrust Indenture Act.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes notes in addition to or in place of certificated Notes notes (provided that the uncertificated Notes notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the ProspectusOffering Memorandum, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notesnotes; 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 Notesnotes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to issue Exchange Notes and related Note Guarantees as provided for in the Registration Rights Agreement relating to the Notes or (xii) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture (including, without limitation, Section 4.10 and 4.15 of the Supplemental Indenture), the Intercreditor Agreement, any Note Guarantee, the Security Documents or Guarantees and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including, without limitation, Additional Notes, if any) then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Subject , and, subject to certain exceptionsSections 6.04 and 6.07 of the Supplemental Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or the Note Guarantees or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.03 of the Supplemental Indenture shall determine which Notes are considered to be “outstanding”. Without the consent of any Holder of a NoteHolder, the IssuersCompany, the Trustee Subsidiary Guarantors and the Collateral Agent Trustee may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Notes or the Notes (i) Note Guarantees: to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) ; to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) Notes; to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document Indenture to any provision under provisions of the heading “Description of notes” section of the Prospectus to the extent that a portion of that “Description of notes” section of the Prospectus was intended to be a verbatim recitation of the Indenture or the Notes” ; to provide for the issuance of additional Notes under the Indenture to the extent otherwise so permitted under the terms of the Indenture; to comply with the provisions described under Section 4.18 or Section 5.01 of the Supplemental Indenture; to comply with any requirements of the SEC in connection with the Prospectus, (viii) qualification of the Indenture under the Trust Indenture Act; to evidence and provide for the acceptance of appointment by a successor Trustee; to add a Subsidiary Guarantor; or to make any amendment to change that, in the provisions good faith opinion of the Supplemental Indenture relating to the transfer and legending Board of Notes; providedDirectors, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPHolder.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Indenture Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes Documents may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, the Notes), in each case without notice to any other Holder, but subject to Section 5.20 of the Indenture. Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Holder Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of, premium, if any, or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than the provisions of Sections 3.09, 3.10, 5.10, 5.14 and 5.16 of the Indenture prior to the time at which an obligation to make such an offer has arisen); (3) reduce the rate of or extend the time for payment of interest, including default interest, on any Note; (4) waive a NoteDefault in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the Notes; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; (7) release any Guarantor from any of its obligations under its Notes Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (8) make any change to Sections 10.01 or 10.02 of the Indenture. No amendment, supplement or waiver shall, without the consent of Holders of not less than 66 2/3% in aggregate principal amount of the then outstanding Notes issued under the Indenture, release (or have the effect of releasing) all or substantially all of the Collateral from the Liens securing the Indenture Obligations. Notwithstanding the foregoing, without the consent of any Holder, the IssuersCompany, the Trustee and the Collateral Agent may amend amend, supplement or supplement waive any provision of the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes Indenture Documents to: (i1) to cure any ambiguity, omissiondefect, mistakemistake or inconsistency or to make a modification of a formal, defect minor or inconsistencytechnical nature or to correct a manifest error, (ii2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes, (provided that 3) comply with the uncertificated Notes are issued in registered form covenant relating to mergers, consolidations and sales of assets; (4) provide for purposes of Section 163(f) the assumption of the Code, Company’s or any Guarantor’s obligations to Holders in the case of a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) merger or consolidation or sale of all or substantially all of the Code)Company’s or such Guarantor’s assets, (iv5) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note GuaranteesNotes, (v6) to add to the covenants of the Issuers Company or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company or any Note Guarantor, (vi7) 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 this Supplemental the Indenture Documents of any such Holder, (vii) 8) if it becomes necessary to conform qualify the text Indenture under the TIA, comply with requirements of the Supplemental IndentureSEC in order to effect or maintain the qualification of the Indenture under the TIA, (9) (i) enter into additional or supplemental Collateral Documents, (ii) release Collateral or Guarantors in accordance with the Notes, terms of the Indenture and the Collateral Documents or (iii) enter into any Note Guarantee, replacement intercreditor agreement substantially in the form of the Intercreditor Agreement or any Security Document to any provision entered into on the date of the Indenture, (10) evidence and provide for the acceptance and appointment under the heading “Description Indenture of Notes” in a successor trustee pursuant to the Prospectusrequirements thereof, (viii11) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of NotesNotes as permitted by the Indenture, including to facilitate the issuance and administration of the Notes or to comply with the rules of any applicable securities depository; provided, however, that (ai) compliance with the Indenture as so amended would not result in notes Notes being transferred in violation of the Securities Act or any other applicable securities law and (bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; , (ix12) conform the text of the Indenture Documents to release Collateral from any provision of the Lien under “Description of Notes” section of the Security Document when permitted or required by Offering Memorandum to the Security extent that such provision of the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture Documents, which intent shall be evidenced by an Officers’ Certificate of the Supplemental Company to that effect, (13) provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture or (14) subject the Intercreditor Agreement, (x) to evidence and provide for security interests in the acceptance and appointment under the Supplemental Indenture Collateral in respect of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant Pari Passu Payment Lien Obligations to the terms of Article 10 the Collateral Documents and Intercreditor Agreement, to the extent the incurrence of such Pari Passu Indebtedness and the grant of all Liens on Collateral held for the benefit of such Pari Passu Indebtedness was permitted under the Indenture. The consent of Holders is not necessary under the Indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under the Indenture becomes effective, the Company is required to mail to Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of the Indentureamendment, supplement or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPwaiver.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents or and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitationincluding Additional Notes, consents obtained in connection with if any, voting as a purchase ofsingle class, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Security Documents or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitationincluding Additional Notes, consents obtained in connection with if any, voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a NoteHolder, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Documents or the Notes (i) to may be amended or supplemented to: cure any ambiguity, omission, mistake, defect or inconsistency, (ii) inconsistency in any manner that is not adverse in any material respect to any Holder of the Notes; provide for the assumption by a successor Surviving Person of the obligations of the Issuers Company under the Indenture or any Note of a Subsidiary Guarantor under the Supplemental Indenture or the Security Documents, (iii) to and its Subsidiary Guaranty; provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B163(f) (2) (B) of the Code), (iv) to ; add additional Guarantees with respect to the Notes or to add additional Collateral release Subsidiary Guarantors from Subsidiary Guarantees with respect to secure the Notes and as permitted by the Note Guarantees, (v) to terms of the Indenture; add to the covenants of the Issuers or any Note Guarantor Company and the Subsidiary Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers Company or any Note Subsidiary Guarantor, (vi) to ; make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text Holder of the Supplemental Indenture, Notes; make any change to comply with any requirement of the Notes, any Note Guarantee, Commission in connection with the Intercreditor Agreement or any Security Document to any provision qualification of the Indenture under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of NotesTIA; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture issuance of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of Additional Notes in accordance with the Indenture, ; or (xii) to make add any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof additional assets as described in the last paragraph of the definition of “GAAPCollateral.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Company, the Guarantors and the Trustee may amend, supplement or otherwise modify the Indenture, the Intercreditor AgreementNotes and the Guarantees, any Note Guarantee, the Security Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Subject , and, subject to certain exceptions, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest or Liquidated Damages (if any) on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or Indenture, the Notes and the Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without Notwithstanding the immediately preceding paragraph, the Company, the Guarantors and the Trustee may amend, modify or supplement the Indenture, the Notes or the Guarantees, without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes Holder: (ia) to cure any ambiguity, omissiondefect, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iiib) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that c) to provide for the uncertificated Notes are issued in registered form for purposes assumption of Section 163(f) any of the Code, Company’s or the Guarantors’ obligations to Holders in the case of a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) merger or consolidation or a sale of all or substantially all of the Code), Company’s assets in accordance with the Indenture; (ivd) to add Guarantees evidence the release of any Guarantor permitted to be released under the terms of the Indenture or to evidence the addition of any new Guarantor in accordance with the Indenture; (e) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; (f) to comply with applicable Gaming Laws; (g) to comply with the provisions of DTC, Euroclear or Clearstream or the Trustee with respect to the provisions of the Indenture and the Notes relating to transfers and exchanges of Notes or to add additional Collateral to secure the Notes and the Note Guarantees, beneficial interests therein; or (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vih) 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 this Supplemental Indenture of any such Holder, (vii) to conform Holder of Notes under the text of the Supplemental Indenture, the Notes, the Guarantees or the Registration Rights Agreement. Notwithstanding the foregoing, without the consent of each Holder affected, an amendment, supplement, modification or waiver may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement, modification or waiver; (2) change the Stated Maturity on any Note; (3) reduce the principal of, or any premium (including redemption premium but not including any redemption premium relating to Sections 4.13 and 4.14 of the Indenture) on, any Note; (4) reduce the rate of or change the time for payment of interest (or Liquidated Damages, if any), including Defaulted Interest, on any Note; (5) waive a Default or Event of Default in the payment of principal of, or premium, if any, interest or Liquidated Damages, if any, on any Note Guarantee, (except a rescission of acceleration of the Intercreditor Agreement Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (6) alter any provisions with respect to the redemption of the Notes or waive any Security Document redemption payment with respect to any provision under Note (other than provisions relating to or payments required by Sections 4.13 and 4.14 of the heading “Description Indenture); (7) reduce the Change of Notes” Control Purchase Price or the Asset Sale Offer Price after the corresponding Asset Sale or Change of Control has occurred; (8) change the coin or currency in which the Prospectusprincipal of, or premium, if any, interest or Liquidated Damages, if any, on any Note is payable; (viii9) impair the right to institute suit for the enforcement of payment of the principal of, or premium, if any, interest or Liquidated Damages, if any, on any Note on or after the Stated Maturity (or on or after the Redemption Date); (10) make any amendment to change in the provisions of the Supplemental Indenture relating to the transfer and legending waivers of Notes; providedpast Defaults with respect to, 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 receive, scheduled payments of principal of or premium, if any, interest or Liquidated Damages, if any, on the Notes; (ix11) to release Collateral from the Lien under the Security Document when permitted modify or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make change any amendment to the provisions provision of the Indenture affecting the ranking of the Notes or any Guarantee in a manner adverse to the Holders; (12) release any Guarantor from any of its obligations under its Guarantee or the Notes to eliminate Indenture other than in compliance with the effect of Indenture; or (13) make any Accounting Change or changes in the application thereof as described in the last paragraph of the definition of “GAAPforegoing amendment, supplement and waiver provisions.”