Common use of AMENDMENT, SUPPLEMENT AND WAIVER Clause in Contracts

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount of the then outstanding Notes 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), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Security Documents and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes voting as a single class (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes voting as a single classNotes. Without the consent of any Holder of a Note, the Indenture or Indenture, the Security Documents and the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s obligations to the Holders of the Notes by in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any such Holder of Notes; or in any material respect, if applicable, to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act, to add or release the Guarantees of Guarantors in compliance with the Indenture and to add or release assets as Collateral in accordance with the Indenture and the Security Documents (including to eliminate any assets purported to be secured thereby which are not actually owned by the Company or the Guarantors and were not owned by the Company or the Guarantors at the time such Security Document was entered into), to secure additional First Lien Obligations permitted to be incurred pursuant to the Indenture by Liens ranking prior to the Liens securing the Notes and the Guarantees and securing additional Pari Passu Junior Lien Obligations permitted to be incurred pursuant to the Indenture by Liens ranking pari passu with the Liens securing the Notes and the Guarantees, or 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 hereunder of any Holder of the Notes in any material respect or to make certain corrective amendments to the Security Documents.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to the following paragraph and certain exceptionsother provisions set forth in the Indenture, the Indenture or Indenture, the Senior Subordinated Notes and the Note Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the Senior Subordinated Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase ofof or, or tender offer or exchange offer for, the for Senior Subordinated Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Senior Subordinated Notes or the Notes Note Guarantee may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Senior Subordinated Notes voting as (including consents obtained in connection with a single classtender offer or exchange offer for Senior Subordinated Notes). Without the consent of any Holder of a NoteSenior Subordinated Notes, the Indenture Company, the Guarantor and the Trustee may amend or supplement the Indenture, the Note Guarantee or the Senior Subordinated Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Senior Subordinated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Senior Subordinated Notes, to provide for the assumption of the Company’s 's or the Guarantor's obligations to the Holders of Senior Subordinated Notes in the Notes by case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Senior Subordinated Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act or to allow any Subsidiary to guarantee the Senior Subordinated Notes. Any amendments with respect to subordination provisions of the Senior Subordinated Notes or the Note Guarantee would require the consent of the Holders of at least 75% in aggregate principal amount of the Senior Subordinated Notes then outstanding if such amendment would adversely affect the rights of the Holders of Senior Subordinated Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer Exchange Offer for, the Notes), and, subject to Sections 6.4, 6.6 Section 6.04 and 6.7 Section 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, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single classclass (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 Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular dated August 4, 2008, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes, to comply with the rules of any applicable securities depository, to provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with the requirements of the Indenture, or to add a co-issuer or co-obligor of the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount 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), and, subject to Sections 6.4, 6.6 6.04 and 6.7 6.07 of the Indenture, any existing Default or Event of Default (other than except a continuing Default or Event of Default in the payment of the principal ofprincipal, premium, if any, on and interest or Special Interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) 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 principal amount of the then outstanding Notes Notes, including Additional Notes, if any, then outstanding voting as a single classclass (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 Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency; , to provide for the assumption by a successor corporation, partnership or limited liability company of the obligations of the Issuer under the Indenture, to provide for uncertificated Notes in addition to or in place of Definitive Notes certificated Notes, to add additional Guarantees or additional obligors with respect to alter the provisions of Article II Notes, to secure the Notes, to add to the covenants of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; to provide Issuer for the assumption benefit of the Company’s obligations to the Holders of the Notes by a successor or to surrender any right or power conferred upon the Company pursuant to Article V of the Indenture; to confirm the text of the IndentureIssuer, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to make any change to comply with the requirements any requirement of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATIA or to provide for the issuance of Additional Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsThe Indenture contains provisions permitting the Company and the Trustee, the Indenture or the Notes may be amended or supplemented with the consent of the Holders holders of at least a majority in Principal Amount aggregate principal amount of the Debentures at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Debentures; provided, however, that no such supplemental indenture shall, without the consent of each Holder of Debentures then outstanding Notes voting as a single class and affected thereby, (includingi) change the Stated Maturity of any Debenture, without limitation, consents obtained in connection with a purchase or reduce the principal amount of, or tender offer any installment of principal of or exchange offer forrate of interest on, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 Debentures or any premium payable upon redemption thereof; (ii) reduce the rate or extend the time of payment of interest; (iii) modify any of the provisions of Article VI of the Indenture relating to waiver of past defaults and rights of Holders to receive payment or modify any of the foregoing provisions except to increase the percentage Debentures required for such actions to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holders affected thereby; (iv) make the principal of, or interest payment on, the Debentures payable in any coin or currency other than that provided in the Indenture; (v) change the place of payment where the Debentures or any interest payment thereon is payable; (vi) impair or affect the right of any Holder of Debentures to institute suit for the payment of the Debentures as provided in the Indenture; (vii) reduce the percentage of the principal amount of the Debentures required to consent to modify or amend the Indenture or for any waiver of compliance with provisions of the Indenture as stated in the Indenture or for waiver of Defaults as stated in the Indenture. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Debentures at the time outstanding, on behalf of all of the Holders of the Debentures, to waive any existing past Default or Event of Default (other than and its consequences, except a Default or Event of Default in the payment of the principal of, of or premium, if any, on and or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 any of the Debentures. Any such consent or waiver by the holder of this Debenture (unless revoked as provided in the Indenture, compliance with any provision ) shall be conclusive and binding upon such Holder and upon all future Holders and owners of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount of the then outstanding Notes voting as a single class. Without the consent this Debenture and of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes Debenture issued in addition to exchange herefor or in place hereof (whether by registration of Definitive Notes transfer or to alter the provisions otherwise), irrespective of Article II whether or not any notation of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, such consent or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change that waiver is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIAmade upon this Debenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any . Any existing Default or Event compliance with any provision of Default the Supplemental Indenture or the Notes (other than a Default or Event any provision relating to the right of Default in any Holder to bring suit for the enforcement of any payment of the principal ofprincipal, premium, if any, on and any interest on the NotesNote, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of on or after the Indenture, compliance with any provision of the Indenture or the Notes scheduled due dates expressed herein) may be waived waived, including by way of amendment, with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as (including, without limitation, consents obtained in connection with a single classpurchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Company, the Guarantors (if applicable) and the Trustee may amend or supplement the Supplemental Indenture or the Notes may be amended (curing ambiguities, omissions, mistakes, defects or supplemented inconsistencies; adding guarantees with respect to cure any ambiguity, defect or inconsistencythe Notes; securing the Notes; adding to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II covenants of the Indenture (including Company for the related definitions) in a manner benefit of some or all of the Holders or surrendering any right or power conferred upon the Company; adding additional Events of Default; making any change that does not adversely affect in any Holder; to provide for material respect the assumption rights of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of any Holder under the Indenture; to confirm the text changing or eliminating any provisions of the IndentureIndenture so long as there are no Holders entitled to the benefit of the provisions; complying with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, any supplemental indenture, if applicable, or as amended; conforming the provisions of the Indenture and the Notes to any provision set forth under the heading “Description of the Notes” section in a prospectus supplement applicable to the NotesOffering Memorandum; to supplement supplementing any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that the Notes so long as any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; permitting the authentication and delivery of Additional Notes; providing for uncertificated Notes in addition to make any change that is not inconsistent or in place of certificated Notes subject to applicable laws; evidencing the acceptance of appointment by a successor trustee; complying with Article V of the Indenture and does not adversely affect Indenture; or evidencing the legal rights under the Indenture release of any Holder of Notes; or Guarantor pursuant to comply with the requirements terms of the SEC in order to effect or maintain the qualification of the Indenture under the TIAIndenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Security Documents or the Notes to any provision of the “Description of Notes” section of the Offering Circular, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees, the Security Documents or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with Additional Notes, if any, voting as a purchase ofsingle class, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium on, if any, on and interest on or interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including, without limitation, Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes or to alter the provisions of Article II the Indenture relating to the form of the Indenture Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; , to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or a Guarantor pursuant to Article V of the Indenture; to confirm the text 5 or Article 10 of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of the Notes; , provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes, remove a Guarantor which, in accordance with the terms of the Indenture, ceases to be liable in respect of its Guarantee, make appropriate provision in connection with the appointment of a successor trustee, or to comply with conform the requirements text of the SEC in order Indenture, the Guarantees or the Notes to effect or maintain the qualification any provision of the Indenture under “Description of Notes” section of the TIAOffering Memorandum to the extent that such provision in the “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Guarantees (if in existence) may be amended or supplemented supplemented: to cure any ambiguity, defect or inconsistency; to comply with Article 6 of the Indenture; to provide for uncertificated Notes in addition to or in place of Definitive Notes or certificated Notes; to alter the provisions of Article II surrender any of the Indenture (including Issuer’s rights or powers under the related definitions) in a manner Indenture; to add covenants or events of default for the benefit of the Holders of Notes; to comply with the applicable procedures of the applicable Depositary; make any change that does not adversely affect the rights of any HolderHolder as determined in good faith by the Issuer, as evidenced in an Officers’ Certificate delivered to the Trustee; to evidence and provide for the assumption acceptance of the Company’s obligations to the Holders of the Notes appointment hereunder by a successor Trustee with respect to the Company pursuant Notes and to Article V of the Indenture; add to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement change any of the provisions of the Indenture to such extent as shall be necessary to permit provide for or facilitate the defeasance and discharge administration of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respecttrusts hereunder by more than one Trustee; to make conform the text of the Indenture or the Notes to any change that would provide any additional rights or benefits provision of the “Description of Notes” section of the Issuer’s Prospectus Supplement dated February 18, 2015, relating to the Holders offering of the Initial Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; to evidence the succession of another person to the Issuer, or successive successions, and the assumption by the successor person of the covenants, agreements and obligations of such Issuer the pursuant to Article 6; and to add any Guarantor or to evidence the release of any Guarantor from its Guarantee, in each case as provided in the Indenture; or to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Notes may be listed or traded.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes, the Indenture or Guarantees, the Notes Security Agreements and the Intercreditor Agreements may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount at maturity of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture, the Notes, the Indenture Guarantees, the Security Agreements or the Notes Intercreditor Agreements may be waived with the consent of the Holders of a majority in Principal Amount principal amount at maturity of the then outstanding Notes and Additional Notes, if any, voting as a single class. Notwithstanding the foregoing, (a) each of the Security Agreements may also be amended pursuant to the terms of the applicable Intercreditor Agreement without the consent of the Holders of at least a majority in principal amount at maturity of the Notes, and (b) any existing default or event of default under either of the Security Agreements, and compliance with any provision of either of the Security Agreements, may be waived pursuant to the terms of the applicable Intercreditor Agreement without the consent of the Holders of at least a majority in principal amount at maturity of the Notes. Without the consent of any Holder of a Note, the Indenture, the Notes, the Indenture or Guarantees, the Notes Security Agreements and the Intercreditor Agreements may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes or to alter the provisions of Article II 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; , to provide for the assumption of the Company’s 's obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text 5 of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC or in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to add a Subsidiary Guarantor.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteHolder, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented to cure any ambiguity, defect or inconsistency; inconsistency in the Indenture, the Notes or the Security Documents in a manner that does not adversely affect the rights of any Holder, to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders in case of a merger or consolidation or sale of all or substantially all of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the IndentureCompany’s or such Guarantor’s assets, any supplemental indenture, if as applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with conform the requirements of the SEC in order to effect or maintain the qualification text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the to enter into additional or supplemental Security Documents or provide for additional Collateral, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or to release Collateral in accordance with the terms of the Indenture and the Security Documents, to evidence and provide for the acceptance and appointment under the TIAIndenture of successor trustees pursuant to the requirements thereof, to allow any Guarantor to execute a supplemental indenture substantially in the form of Exhibit E to the Indenture and/or a joinder to the Guarantee and Collateral Agreement or to provide for the issuance of Additional Notes of the same or an additional series in accordance with the limitations set forth in the Indenture as of the date hereof.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with With the consent of the Holders holders of at least not less than a majority in Principal Amount aggregate principal amount at Stated Maturity of the then outstanding Senior 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, for the Senior Notes), andthe Company, subject the Guarantors and the Trustee may enter into one or more indentures supplemental to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or for the Notes may be waived with the consent purpose of the Holders of a majority in Principal Amount of the then outstanding Notes voting as a single class. Without the consent of adding any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition provisions to or changing in place of Definitive Notes any manner or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the holders; provided that no such supplemental indenture will, without the consent of the Holder of each outstanding Senior Note affected thereby, (a) change the Stated Maturity of the principal of, or any installment of interest on, any Senior Note, or reduce the principal amount thereof (or premium, if any), or the interest thereon that would be due and payable upon Maturity thereof, or change the place of payment where, or the coin or currency in which, any Senior Note or any premium or interest thereon is payable, or impair the right to such extent as shall be necessary to permit or facilitate institute suit for the defeasance and discharge enforcement of any Note pursuant to Article VIIIsuch payment on or after the Stated Maturity thereof, provided that (b) reduce the percentage in principal amount at Stated Maturity of the outstanding Senior Notes, the consent of whose Holders is required for any such action shall not adversely affect supplemental indenture or required for any waiver of compliance with certain provisions of the interests Indenture, (c) modify the Obligations of any Holder in any material respect; the Company to make offers to purchase Senior Notes upon a Change of Control or from the proceeds of Asset Sales, (d) subordinate in right of payment, or otherwise subordinate, the Senior Notes or the Guarantees to any change that would provide any additional rights other Indebtedness, (e) amend, supplement or benefits to otherwise modify the Holders of the Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or to comply with the requirements of the SEC in order to effect or maintain the qualification provisions of the Indenture under relating to Guarantees or (f) modify any of the TIAprovisions of this clause (except to increase any percentage set forth herein).

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to the following paragraph and certain exceptionsother provisions set forth in the Indenture, the Indenture or Indenture, the Senior Subordinated Notes and the Note Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the Senior Subordinated Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase ofof or, or tender offer or exchange offer for, the for Senior Subordinated Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Senior Subordinated Notes or the Notes Note Guarantee may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Senior Subordinated Notes voting as (including consents obtained in connection with a single classtender offer or exchange offer for Senior Subordinated Notes). Without the consent of any Holder of a NoteSenior Subordinated Notes, the Indenture Company, the Guarantor and the Trustee may amend or supplement the Indenture, the Note Guarantee or the Senior Subordinated Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Senior Subordinated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Senior Subordinated Notes, to provide for the assumption of the Company’s 's or the Guarantor's obligations to the Holders of Senior Subordinated Notes in the Notes by case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Senior Subordinated Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act or to allow any Subsidiary to guarantee the Senior Subordinated Notes. Any amendments with respect to subordination provisions of the Senior Subordinated Notes or the Note Guarantee would require the consent of the Holders of at least 75% in aggregate principal amount of the Senior Subordinated Notes then outstanding if such amendment would adversely affect the rights of the Holders of the Senior Subordinated Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Notes, or the Note Guarantees or the security documents to any provision of the “Description of Notes” section of the Offering Memorandum, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees or the security documents, which intent may be evidenced by an Officers’ Certificate to that effect, to enter into additional or supplemental security documents, to release Collateral in accordance with the terms of this Indenture and the security documents, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Outstanding Notes and Additional Notes, if any, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Outstanding Notes and Additional Notes, if any, voting as a single classclass (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 Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the Notes by a successor legal rights under the Indenture of any such Holder, to the Company pursuant to Article V comply with requirements of the Indenture; Commission in order to confirm effect or maintain the qualification of the Indenture under the Trust Indenture Act, to conform the text of the Indenture, or any supplemental indentureNotes or any Note Guarantee, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” description of such securities in a prospectus supplement applicable any offering memorandum with respect thereto to the Notes; extent that such provision in the description of such Notes was intended to be a verbatim recitation of a provision of the Indenture, the Notes or any Note Guarantee as evidenced in an Officers’ Certificate, to allow a Guarantor to execute a supplemental indenture for the purpose of providing a guarantee of any Notes in accordance with the provisions of the Indenture or any indenture supplemental to the Indenture, to establish the form or terms of Securities of any series as permitted by the Indenture, which is not yet issued, to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note series of Securities pursuant to Article VIIISection 4.02 or 4.03 of the Indenture, provided that any such action actions shall not adversely affect the interests of any Holder Holders of Securities of such series in any material respect; , to make any change that would evidence and provide any additional rights for the acceptance of appointment by a successor or benefits separate Trustee with respect to the Holders Securities of any series and to add to or change any of the Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or to comply with the requirements of the SEC in order to effect or maintain the qualification provisions of the Indenture under as shall be necessary to provide for or facilitate the TIAadministration of the Indenture by more than one Trustee or to provide for the issuance of Additional Notes in accordance with the limitations of the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Note Guarantees, the Notes and the Collateral Documents may be amended or supplemented with the consent of the Holders of at least a majority not less than 66-2/3% in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the including Additional Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any), on and interest on the Notes, except a payment any existing default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, or compliance with any provision of the Indenture Indenture, the Note Guarantees, the Notes or the Notes Collateral Documents may be waived with the consent of the Holders of a majority not less than 66-2/3% in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class(including Additional Notes, if any). Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees, the Notes or the Notes Collateral Documents may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s 's or Guarantor's obligations to the Holders of the Notes by in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes provided that the interests of the Holders would not be adversely affected thereby, to allow any Guarantor or Heller Debtor Subsidiary to enter into additional Collateral Documents, xxxxided that the interests of the Holders would not be adversely affected thereby, or to provide for the issuance of Additional Notes, in accordance with the limitations set forth in the Indenture. Any amendment to, or waiver of, Article 10 of the Indenture that adversely affects the rights of the holders of the Notes shall require the consent of the holders of 100% in aggregate principal amount of Notes then outstanding.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Issuer and the Trustee may amend or supplement the Indenture, the Notes may be amended or supplemented and any supplemental Indenture with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the Notes then outstanding (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and, subject to Section 6.04 and Section 6.07 of the Indenture, any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture, the Notes and any supplemental indenture may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a NoteHolder, the Indenture Issuer and the Trustee may modify, amend or supplement the Indenture, the Notes may be amended or supplemented any supplemental indenture to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated Notes; to provide for the assumption of the CompanyIssuer’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V Issuer in the case of a merger or consolidation or sale of all or substantially all of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respectIssuer’s assets; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any such Holder in any material respect; to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such Description of Notes was intended to be a verbatim recitation of a provision of the Indenture or the Notes, as evidenced by an Officer’s Certificate; to allow any Guarantor to execute a supplemental indenture and/or Guarantee with respect to the Notes; to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the U.S. Code); to evidence and provide the acceptance of the appointment of a successor Trustee under the terms of the Indenture or to otherwise comply with any requirement of the Indenture; or to comply provide for the issuance of Additional Notes in accordance with and if permitted by the requirements terms of and limitations set forth in the SEC in order to effect or maintain the qualification of the Indenture under the TIAIndenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of fixed rate notes” section of the Company’s Offering Memorandum dated February 18, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of fixed rate notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes; or to add additional obligors under the Indenture or the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes voting as a single class (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes voting as a single classNotes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency; , (2) to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture certificated Notes, (including the related definitions3) in a manner that does not adversely affect any Holder; to provide for the assumption of the Companyan Issuer’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V Five of the Indenture; to confirm the text of the Supplemental Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of the Notes; , (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the TIATrust Indenture Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the Prospectus Supplement relating to the Notes dated May 12, 2014.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or any Note Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the Notes then outstanding Notes outstanding, including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the Notes then outstanding Notes outstanding, including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s Issuers' obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text 5 of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or Holders, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents, to conform the text of the Indenture, the Security Documents or the Notes to any provision of the "Description of the Notes" section of the Issuers' Offering Circular dated April 19, 2004, relating to the offering of the Initial Notes, to the extent that such provision in that "Description of the Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Security Documents or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to provide for additional Guarantors as set forth in Section 4.17 of the Indenture or for the release or assumption of a Note Guarantee in compliance with the Indenture or to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of the Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s Issuers' or a Guarantor's obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the "Description of Notes" section of the Company's Offering Circular dated May 13, 2004, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Collateral Documents, the Rank Intercreditor Agreement, the FF&E Intercreditor Agreement or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Collateral Documents, the Rank Intercreditor Agreement, the FF&E Intercreditor Agreement or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Collateral Documents, the Rank Intercreditor Agreement, the FF&E Intercreditor Agreement or the Notes may be amended or supplemented to (i) cure any ambiguity, defect or inconsistency; to , (ii) provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s Issuers' obligations to the Holders of the Notes by in case of a successor to the Company pursuant to Article V merger or consolidation or sale of all or substantially all of the Indenture; to confirm the text of the IndentureIssuers' assets, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to (iii) make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or to such Holder, (iv) comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act of 1939, as amended, (v) enter into additional or supplemental Collateral Documents or (vi) conform the text of the Indenture, the Collateral Documents or the Notes to any provision of the "Description of the Notes" section of the Issuers' Offering Memorandum dated January 15, 2004, relating to the initial offering of the Notes, to the extent that such provision in that "Description of the Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Collateral Documents or the Notes, or (vii) allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes. Any amendment to, or waiver of, the provisions of any of the Collateral Documents relating to Section 4.13 of the Indenture or Article 10 thereof will require the consent of the Holders of at least 66?% in principal amount of the Notes then outstanding.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, in each case in addition to any required consent of holders of other Parity Lien Obligations required with respect to any amendment or waiver under any Note Document. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented supplemented: to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated Notes; to provide for the assumption of the CompanyIssuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company an Issuer or such Guarantor pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of NotesHolder; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; to conform the text of the Note Documents to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated January 8, 2016, relating to the initial offering of the Notes; to conform the text of the Note Documents or any other such documents (in recordable form) as may be necessary or advisable to preserve and confirm the relative priorities of the Priority Lien Documents and the Parity Lien Documents as such priorities are contemplated by and set forth in the Intercreditor Agreement; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture; to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee; to make, complete or confirm any grant of Collateral permitted or required by any of the Note Documents; to release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents and to confirm and evidence any such release, discharge, termination or subordination; or with respect to the Note Documents, as provided in the Intercreditor Agreement and the Collateral Trust Agreement.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Senior Subordinated Notes” section of the Company’s Prospectus dated October , 2004, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Senior Subordinated Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for or confirm the issuance of Additional Notes in accordance with the limitations set forth in the Indenture to comply with the provisions of the Depository or the Trustee with respect to the provisions of the Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests in the Notes, or to evidence the release of any Guarantor permitted to be released under the terms of the Indenture or to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any . 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, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes (other than any Default in the payment of principal or interest on the Note or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected) may be waived waived, including by way of amendment, with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single classNotes. Without the consent of any Holder of a Note, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, defect or inconsistencyinconsistency in the Indenture; to provide for uncertificated Notes in addition to provided that such amendments or in place of Definitive Notes or to alter supplements shall not materially and adversely affect the provisions of Article II interests of the Indenture Holders; (including ii) to comply with Article 5 of the related definitions) in Indenture, relating to a manner that does not adversely affect any Holder; to provide for the assumption merger or consolidation or sale of all or substantially all of the Company’s obligations assets; (iii) to the Holders comply with any requirements of the Notes by Securities and Exchange Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (iv) to evidence and provide for the acceptance of appointment of a successor Trustee and to the Company pursuant add to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement change any of the provisions of the Indenture to such extent as shall be necessary to permit provide for or facilitate the defeasance and discharge administration of the trusts by more than one Trustee, pursuant to the requirements of the Indenture; (v) to establish the form or forms or terms of Securities of any Note pursuant series or of the coupons appertaining to Article VIII, provided that any such action shall not adversely affect Securities as permitted by the interests of any Holder in any material respectIndenture; (vi) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose; and (vii) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change that is not inconsistent with the Indenture and does not materially and adversely affect the legal rights under the Indenture of any Holder of Notes; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIAHolder.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of or Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) or compliance with any provision of the Indenture or the Notes Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented supplemented: to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder such Holder, to provide for the issuance of Notes; Additional Notes or PIK Interest Notes or to comply increase the outstanding principal amount of the Notes, to release or subordinate Liens on Collateral in accordance with the requirements Note Documents, to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with the Indenture and the other Note Documents, to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or release the Note Guarantees pursuant to the terms of the SEC Indenture, to add any Collateral or to evidence the release of any Liens as provided in order the Indenture and the other Note Documents, in each case as provided in the Indenture or other Note Documents, as applicable, with respect to effect the Security Documents, as provided in the Intercreditor Agreement, to make, complete or maintain confirm any grant of Collateral permitted or required by the qualification Indenture or any of the Security Documents establishing Parity Liens (including to secure Third Lien Obligations permitted to be incurred and secured under the Indenture), to evidence and provide for the acceptance of a successor Trustee or to modify Section 2.06 of the Indenture under solely for the TIApurpose of providing for the removal of the Private Placement Legend from any Note and to allow for the transfer of a Restricted Definitive Note or a beneficial interest in a Restricted Global Note to a Note that has an unrestricted CUSIP number, in each case in accordance with applicable securities laws.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented supplemented: to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated June 3, 2011, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes, to secure the Notes or to provide for the acceptance under the Indenture of a successor Trustee.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingsubject, without limitationin the case of the Security Documents, consents obtained to any further requirements in connection with a purchase of, or tender offer or exchange offer for, the NotesCollateral Trust Agreement), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single classclass (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement). Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement): (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture certificated Notes; (including the related definitionsiii) in a manner that does not adversely affect any Holder; to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of Notes and Note Guarantees in the Notes by case of a successor to the Company pursuant to Article V merger or consolidation or sale of the Indentureall or substantially all of such Issuer’s or Guarantor’s properties or assets, as applicable; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder Holder; (v) to conform the text of the Indenture, the Notes, the relevant Security Documents or the Note Guarantees to any provision of the “Description of the New Second Lien Notes” section of the Issuers’ Offering Memorandum dated April 17, 2020, to the extent that such provision in that “Description of the New Second Lien Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the relevant Security Documents or the Note Guarantees; (vi) to provide for the issuance of Additional Notes and related Note Guarantees (and the grant of security for the benefit of the Additional Notes and related Note Guarantees) or PIK Notes or to comply increase the outstanding principal amount of the Notes, in each case in accordance with the requirements limitations set forth in the Indenture; (vii) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture; (viii) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee or evidence and provide for a successor or replacement Collateral Trustee under the Security Documents; (ix) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the SEC Security Documents or any release of Collateral or discharge or termination of any Lien on Collateral that becomes effective as set forth in the Indenture or any of the Security Documents; (x) to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the Indenture or any of the Security Documents; (xi) to mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of this Indenture or otherwise; (xii) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Security Document; (xiii) with respect to the Security Documents, as provided in the Collateral Trust Agreement; (xiv) to make any change not adverse to the Holders of the Notes in order to effect facilitate entry into the ABL Documents, Priority Lien Documents or maintain other Junior Lien Documents; (xv) in the qualification event that any PIK Notes are issued as Definitive Notes, to make appropriate amendments to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes; and (xvi) in the event of an issuance of MFN Debt, to increase the interest rate or provide for earlier final maturity or required payments of principal pursuant to Section 4.09(d) of the Indenture under the TIAIndenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange A4-9 offer for, or purchase of, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as (including, without limitation, consents obtained in connection with a single classtender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a Note, the Indenture or the Notes or the Guarantees may be amended or supplemented to cure any ambiguity, defect defect, inconsistency or inconsistencyomission; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated Notes; to provide for the assumption of the Company’s 's, a Co-Issuer's or a Guarantor's obligations to the Holders of the Notes and Guarantees by a successor to the Company Company, such Co-Issuer or such Guarantor pursuant to Article V 5 of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder such Holder; to add covenants for the benefit of Notesthe Holders or to surrender any right or power conferred upon the Company or a Guarantor; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; to conform the text of the Indenture, the Guarantees or the Notes to any provision of the "Description of Notes" section of the Offering Circular to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the Notes; to provide for the issuance of Additional Notes or Exchange Notes in accordance with the limitations set forth in the Indenture as of the Issue Date; to allow any Guarantor or other obligor to execute a supplemental indenture to the Indenture and/or a Guarantee with respect to the Notes; to release a Guarantor or Co-Issuer as provided in the Indenture; to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture; or to comply with the rules of any applicable securities depositary.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; inconsistency or make a modification of a formal, minor or technical nature, to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders of the Notes by and Subsidiary Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act, to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Confidential Offering Circular dated December 7, 2006, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes, as evidenced by an Officers’ Certificate delivered to the Trustee, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Guaranties or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount 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, or purchase of, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium or Additional Interest, if any, on and or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) or compliance with any provision of the Indenture Indenture, the Guaranties or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes voting as a single classclass (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a Note, the Indenture Indenture, the Guaranties or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s 's or any Guarantor's obligations to the Holders of the Notes by in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of Indenture, the Collateral Agreements or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated December 5, 2003, relating to the initial offering of the Notes, to the extent A1-6 that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Collateral Agreements or the Notes; to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Guaranty with respect to the Notes, or to comply with the provisions in the Indenture regarding the addition and release of Guarantors.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single classclass provided that Section 3.08, Section 4.10(d) and Article 5 of the Indenture and any other provision that is subject to the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders (including this proviso) may not be amended or supplemented without the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders and any Default or Event of Default resulting therefrom may not be waived without the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders. Notwithstanding the preceding, the Company, the Guarantors and the holders of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders may, without the consent of any other holder of Notes or the Trustee, amend or supplement this Indenture, the Security Documents, the Notes and the Note Guarantees to amend or supplement the provisions under Section 3.08, Section 4.10(d) and Article 5 of the Indenture and any other provision that is subject to the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders, and the Company, the Guarantors and the Designated Noteholders may, without the consent of any other holder of Notes or the Trustee, waive any Default or Event of Default resulting therefrom. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated April [ ], 2016, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees or the Security Documents, which intent may be evidenced by an Officers’ Certificate to that effect, to enter into additional or supplemental security documents, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any Security Documents or any release of collateral that becomes effective as set forth in the Indenture or any Security Documents, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated December 15, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated Notes; to provide for the assumption of the Companyan Issuer’s obligations to the Holders of Notes in the Notes by case of a successor to the Company pursuant to Article V merger or consolidation or sale of the Indenture; to confirm the text all or substantially all of the Indenture, any supplemental indenture, if applicable, such Issuer’s properties or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respectassets; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder such Holder; to secure the Notes or the Note Guarantees pursuant to the requirements of NotesSection 4.12 of the Indenture; to provide for the issuance of additional Notes in accordance with the limitations set forth in the Indenture; to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture; to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; to evidence or provide for the acceptance of appointment under the Indenture of a successor trustee; or to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” in the Issuers’ offering memorandum, dated May 24, 2011.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Notes Collateral Documents may be amended or supplemented by the Issuer, the Guarantors, the Trustee and the Security Agent with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with Additional Notes, if any) voting as a purchase of, or tender offer or exchange offer for, the Notes), single class and, subject to Sections 6.4, 6.6 and 6.7 Section 6.04 of the Indenture, any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, premiuminterest and premium and Additional Amounts, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) or compliance with any provision of the Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Notes Collateral Documents may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class. Without the consent of any Holder of a NoteHolder, the Indenture Issuer, the Guarantors, the Trustee and the Security Agent may amend or supplement the Notes may be amended or supplemented Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Collateral Documents to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated Notes; to provide for the assumption of the CompanyIssuer’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company and Note Guarantees pursuant to Article V a transaction governed by Section 5.01 of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights of any such Holder under the Indenture in any material respect; to conform the text of the Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Collateral Documents to any Holder provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Collateral Documents; to enter into additional or supplemental Collateral Documents; to comply release Collateral in accordance with the requirements of the SEC in order to effect or maintain the qualification terms of the Indenture under and the TIA.Collateral Documents or to release any Note Guarantee in accordance with the terms of the Indenture; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date hereof; to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; to provide for uncertified

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s 's or a Guarantor's obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated May 6, 2004, as supplemented, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to A1-5 allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject Without notice to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount of the then outstanding Notes 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), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount of the then outstanding Notes voting as a single class. Without the consent of any Holder holder, we and the trustee may amend or supplement the indenture or the debt securities of a Note, the Indenture or the Notes may be amended or supplemented series: • to cure any ambiguity, omission, defect or inconsistency; • to comply with the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of our assets; • to provide that specific provisions of the indenture shall not apply to a series of debt securities not previously issued or to make a change to specific provisions of the indenture that only applies to any series of debt securities not previously issued or to additional debt securities of a series not previously issued; • to create a series and establish its terms; • to provide for uncertificated Notes debt securities in addition to or in place of Definitive Notes or certificated debt securities; • to alter release a guarantor in respect of any series which, in accordance with the provisions of Article II terms of the Indenture (including indenture applicable to such series, ceases to be liable in respect of its guarantee; • to add a guarantor subsidiary in respect of any series of debt securities; • to secure any series of debt securities; • to add to the related definitions) in a manner that does not adversely affect any Holder; to provide covenants of Progenity for the assumption benefit of the Company’s obligations holders or surrender any right or power conferred upon Xxxxxxxxx; • to appoint a successor trustee with respect to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenturesecurities; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or • to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture indenture under the TIATrust Indenture Act; • to make any change that does not adversely affect the rights of holders; or • to conform the provisions of the indenture to the final offering document in respect of any series of debt securities. The indenture will provide that we and the trustee may amend or supplement any provision of the debt securities of a series or of the indenture relating to such series with the written consent of the holders of at least a majority in principal amount of the outstanding debt securities of such series. However, without the consent of each holder of a debt security the terms of which are directly amended, supplemented or waived, an amendment, supplement or waiver may not: • reduce the amount of debt securities of such series whose holders must consent to an amendment, supplement or waiver; • reduce the rate of or extend the time for payment of interest, including defaulted interest; • reduce the principal of or extend the fixed maturity of any debt security or alter the provisions with respect to redemptions or mandatory offers to repurchase debt securities of a series in a manner adverse to holders; • make any change that adversely affects any right of a holder to convert or exchange any debt security into or for shares of our common stock or other securities, cash or other property in accordance with the terms of such security; • modify the ranking or priority of the debt securities of the relevant series; • release any guarantor of any series from any of its obligations under its guarantee or the indenture otherwise than in accordance with the terms of the indenture; • make any change to any provision of the indenture relating to the waiver of existing defaults, the rights of holders to receive payment of principal and interest on the debt securities, or to the provisions regarding amending or supplementing the indenture or the debt securities of a particular series with the written consent of the holders of such series, except to increase the percentage required for modification or waiver or to provide for consent of each affected holder of debt securities of such series; • waive a continuing default or event of default in the payment of principal of or interest on the debt securities; or • make any debt security payable at a place or in money other than that stated in the debt security, or impair the right of any holder of a debt security to bring suit as permitted by the indenture. The holders of a majority in aggregate principal amount of the outstanding debt securities of such series may, on behalf of all holders of debt securities of that series, waive any existing default under, or compliance with, any provision of the debt securities of a particular series or of the indenture relating to a particular series of debt securities, other than any event of default in payment of interest or principal.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes may be waived with the A1-4 consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes or to alter the provisions of Article II 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; to provide for the assumption of the Company’s 's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article V 5 or Article 12 of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture hereunder of any Holder of Notesthe Note; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the this Indenture under the TIA; to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any release of Collateral that becomes effective as set forth in this Indenture; to reflect any waiver or termination of any right arising under Article 10 of the Indenture that otherwise would be enforceable by any holder of a Parity Lien Obligation or Parity Lien, if such waiver or termination is set forth or provided in this Indenture or agreement governing or giving rise to such Parity Lien Obligation or Parity Lien, PROVIDED that no such waiver or amendment shall adversely affect the rights of Holders of the Notes; or as provided in clause (2) of Section 10.07.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes voting as a single class (includingclass, without limitation, consents obtained in connection and any existing default or compliance with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 any provision of the Indenture, any existing Default the Guarantees or Event of Default (other than a Default the Notes or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, mistake, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated Notes; to provide for the assumption of the Company’s obligations of the Company or any Guarantor to the Holders of Notes in the Notes by case of a successor to the Company pursuant to Article V merger or consolidation or sale of all or substantially all of their assets in accordance with the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder Holder; provide for the issuance of NotesAdditional Notes in accordance with the provisions set forth in the Indenture; or to evidence and provide for the acceptance of an appointment of a successor trustee; comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; secure the Notes; add to the covenants of the Company and its Restricted Subsidiaries for the benefit of Holders or to surrender any rights or power conferred in the Indenture upon the Company and its Restricted Subsidiaries; provide for additional Guarantors, or to release a Guarantor, in each case, in accordance with the terms of the Indenture; or conform the text of the Indenture, the Guarantees or the Notes to any provision of the “Description of notes” section of the Offering Memorandum.

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Indenture Supplemental Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Supplemental Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistency; , (ii) to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture certificated Notes, (including the related definitionsiii) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations Obligations to the Holders of the Notes by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s assets pursuant to Article V 5 of the Indenture; to confirm the text of the Supplemental Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Supplemental Indenture of any Holder of Notes; or 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 TIA, (vi) to conform the text of the Supplemental Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated July 19, 2016, relating to the initial offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, or (ix) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the notes, the Guarantees and the Notes Security Documents may be amended or supplemented with the consent of the Holders of at least not less than a majority in Principal Amount aggregate principal amount of the notes then outstanding Notes (including additional notes, if any) voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (or compliance with any other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 provision of the Indenture, compliance with any provision of the Indenture notes or the Guarantees, or with the Notes Security Documents, may be waived with the consent of the Holders of not less than a majority in Principal Amount aggregate principal amount of the notes then outstanding Notes (including additional notes, if any) voting as a single class; provided that (x) if any such amendment or waiver will only affect one series of notes (or less than all series of notes) then outstanding under this Indenture, then only the consent of the Holders of a majority in principal amount of the notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of notes, then the consent of the Holders of a majority in principal amount of the notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for notes) shall be required. Without Notwithstanding anything to the contrary, without the consent of any Holder of a Notenotes, the Indenture Indenture, the notes, the Guarantees or the Notes Security Documents may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency in the Indenture; to comply with the provisions of the Indenture concerning consolidation, merger and sale of assets; to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee or Collateral Agent; to provide for uncertificated Notes notes in addition to or in place of Definitive Certificated Notes or to alter (provided, that the provisions uncertificated notes are issued in registered form for purposes of Article II Section 163(f) of the Indenture (including the related definitions) in a manner that does not adversely affect any HolderCode); to add one or more additional Guarantees on the terms required by the Indenture, or provide for the assumption of the CompanyParent’s, either Issuer’s or any of the Subsidiary Guarantors’ obligations to the Holders; provided that the addition of any such additional obligor that is not an obligor with respect to all notes issued under this Indenture shall require the consent of the Holders of not less than a majority in principal amount of the Notes notes then outstanding (including, without limitation, additional notes, if any); to make any change that, in the good faith opinion of the Board of Directors of the Parent as evidenced by a successor board resolution, does not adversely affect the legal rights of any Holder in any material respect; to conform the text of the Indenture (including any supplemental indenture or other instrument pursuant to which additional notes are issued), the notes (including any additional notes), any Subsidiary Guarantee, the Parent Guarantee, the Collateral Agency Agreement, the Crossing Lien Intercreditor Agreement or any Collateral Agreement to any provision of the “Description of Senior Secured Notes” or “Intercreditor Arrangements” sections of the Offering Memorandum, to the Company pursuant extent that such provision in that “Description of Senior Secured Notes” or “Intercreditor Arrangements” section was intended to Article V be a verbatim recitation of a provision of the Indenture, the notes, the Parent Guarantee, any Subsidiary Guarantee, the Collateral Agency Agreement, the Crossing Lien Intercreditor Agreement or any Collateral Agreement; to amend the Collateral Agency Agreement to add additional holders of Additional Secured Obligations permitted under the Indenture, the Collateral Agency Agreement and any Secured Debt Documents then in effect; to add covenants for the benefit of the Holders, or to surrender any right or power conferred upon the Parent, the Issuers or any Guarantor; to release, terminate or discharge the Guarantee of any Guarantor or any Lien, in each case when such release, termination or discharge is permitted in accordance with the terms of this Indenture; to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture; to confirm make any changes with respect to the text rights or obligations of the Indenture, any supplemental indenture, if applicable, Trustee or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable other provisions relating to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided Trustee that any such action shall do not adversely affect the interests rights of any Holder in any material respect; to make any change that would provide any additional rights or benefits amendments to the Holders provisions of the NotesIndenture relating to the transfer and legending of notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the notes; to make any change provided, however, that is not inconsistent (i) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the legal rights of Holders to transfer notes; to amend the Notes Security Documents to add any holders of Priority Lien Obligations to the extent permitted under the Indenture of Indenture, the Collateral Agency Agreement and any Holder of NotesPriority Lien Document then in effect; or and to comply with add to the requirements of Collateral securing the SEC in order to effect or maintain the qualification of the Indenture under the TIAnotes.

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Indenture Supplemental Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Supplemental Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistency; , (ii) to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture certificated Notes, (including the related definitionsiii) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations Obligations to the Holders of the Notes by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s assets pursuant to Article V 5 of the Indenture; to confirm the text of the Supplemental Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Supplemental Indenture of any Holder of Notes; or 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 TIA, (vi) to conform the text of the Supplemental Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated May 9, 2016, relating to the initial offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, or (ix) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture, the Indenture Notes, the Note Guarantees, the Collateral Sharing Agreement or the Notes Security Documents may be amended or supplemented without prior notice to any Holder but with the written consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class and (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, b) 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, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes voting as a single classNotes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Indenture Issuers and the Trustee may amend or supplement the Indenture, the Notes, the Note Guarantees or the Notes may be amended or supplemented Security Documents (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes; provided, however, that the uncertificated Notes or to alter the provisions are issued in registered form for purposes of Article II Section 163(f) of the Indenture (including the related definitions) Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (iv) to add additional Note Guarantees with respect to the Notes; (v) to add to the covenants of the Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuers; (vi) to make any change that does not adversely affect the rights of any Holder; (vii) to provide for the assumption issuance of the Company’s obligations Exchange Notes, Private Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Holders of Original Notes (except that the transfer restrictions contained in the Original Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit modified or facilitate the defeasance eliminated, as appropriate), and discharge which shall be treated, together with any outstanding Original Notes, as a single issue of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respectsecurities; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or (viii) to comply with the requirements any requirement of the SEC Commission in order to effect connection with qualifying, or maintain maintaining the qualification of the of, this Indenture under the TIA; (ix) if necessary, in connection with any addition or release of Collateral permitted under the terms of the Indenture or the Security Documents; or (x) prior to the Discharge of Credit Agreement Obligations, to give effect to any amendment, waiver or consent in respect of any Security Document or the Collateral Sharing Agreement that does not materially affect the rights of the Holders.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated certificated Notes in addition to or in place of Definitive Notes or uncertificated Notes, to alter the provisions of comply with Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text 5 of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change or that is not inconsistent with the Indenture and does not materially and adversely affect the legal rights under the Indenture of any Holder, to evidence and provide for the acceptance of an appointment by a successor trustee, to add Note Guarantees with respect to the Notes, to conform the text of the Indenture, the Notes and the Note Guarantees to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated November 5, 2012, relating to the initial offering of the Notes, or to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture. Without the consent of each Holder affected thereby, no amendment or waiver may (with respect to any Notes held by a non-consenting Holder): reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; reduce the rate of or change or have the effect of changing the time for payment of interest, on any Notes; reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to comply with redemption, or reduce the requirements redemption price therefor; amend, change or modify in any material respect the obligation of the SEC Company to make and consummate a Change of Control Offer in order respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer with respect to effect any Asset Sale that has been consummated; waive an Event of Default in the payment of principal of, premium, if any, or maintain interest on the qualification Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); make any Notes payable in a currency or place of payment other than that stated in the Notes; make any change in provisions of the Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on such Note on or after the due date thereof or to bring suit to enforce such payment; make any change in the provisions of the Indenture described under “Additional Amounts” that adversely affects the TIArights of any Holder; make any change to the provisions of the Indenture or the Notes that adversely affect the ranking of the Notes; provided that a change to Section 4.12 of the Indenture shall not affect the ranking of the Notes; and release Constellation Overseas, Ltd. from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or certificated Notes, to alter the provisions of Article II comply with Section 5.01 of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; Indenture, to provide for the assumption of the CompanyIssuers’ or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company Issuers or such Guarantor pursuant to Article V of the Indenture; to confirm the text 5 or Article 10 of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder Holder, to add covenants for the benefit of Notes; the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee in accordance with the terms herein; to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; to add a Guarantor under the Indenture; to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated May 21, 2010, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture or the Notes, to make any amendment relating to the transfer and legending of Notes as permitted hereunder, including, without limitation, to facilitate the issuance and administration of the Notes, provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date thereof or to allow any Guarantor to execute a supplemental indenture to the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to to, among other things, cure any ambiguity, defect or inconsistency; , to provide for uncertificated certificated Notes in addition to or in place of Definitive Notes or uncertificated Notes, to alter the provisions of comply with Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to 5 and/or Article V of the Indenture; to confirm the text 10 of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change or that is not inconsistent with the Indenture and does not materially and adversely affect the legal rights under the Indenture of any Holder Holder, to evidence and provide for the acceptance of an appointment by a successor trustee, to add Note Guarantees with respect to the Notes; , to release a Subsidiary Guarantor as provided in the Indenture or to comply with the requirements of the SEC in order to effect or maintain the qualification of the this Indenture under the TIA, or to enter into any “Deed of Quiet Enjoyment” or documentation of similar effect with respect to any Drilling Rig so long as such documentation is substantially in the form of the “Deed of Quiet Enjoyment” attached as Exhibit D to the Indenture or in a form not materially and adversely worse to the interests of the Holders. Without the consent of each Holder affected thereby, no amendment or waiver may (with respect to any Notes held by a non-consenting Holder): reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; reduce the rate of or change or have the effect of changing the time for payment of interest, on any Notes; reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; waive an Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); make any Notes payable in a currency or place of payment other than that stated in the Notes; make any change in provisions of the Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on such Note on or after the due date thereof or to bring suit to enforce such payment; and make any change in the provisions of the Indenture described under “Additional Amounts” that adversely affects the rights of any Holder.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees, or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Subsidiary Guarantees, the Intercreditor Agreement, the Security Documents or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s obligations to the Holders of the Notes by in case of a successor to the Company pursuant to Article V merger or consolidation or sale of all or substantially all of the Indenture; to confirm the text of the IndentureCompany’s assets, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture, any Subsidiary Guarantee, the Intercreditor Agreement or any Security Document of any such Holder, including, for avoidance of doubt, to make any covenant or event of default more restrictive than the covenants or events of default contained in the Indenture as of the date of the First Supplemental Indenture, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to conform the text of this Indenture, the Security Documents, the Intercreditor Agreement, the Subsidiary Guarantees or Notes to any provision of the Offering Circular under the caption “Description of Notes” to the extent such provisions in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees, the Security Documents, the Intercreditor Agreement or the Notes, to enter into additional supplemental Security Documents, including Security Documents adding additional Priority Lien Secured Parties and Priority Lien Obligations to any Security Document or the Intercreditor Agreement, to release a Guarantor from its obligations under its Subsidiary Guarantee, the Notes or the Indenture in accordance with the applicable provisions of the Indenture, to release Collateral in accordance with the terms of the Indenture, the Security Documents or the Intercreditor Agreement, to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee thereunder pursuant to the requirements thereof, to make, complete or confirm any Holder grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture, any of the Security Documents or the Intercreditor Agreement, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes; , or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture secure any Priority Lien Debt under the TIASecurity Documents and to appropriately include the same in the Intercreditor Agreement.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in Principal Amount principal amount of the Notes then outstanding Notes voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in Principal Amount principal amount of the Notes then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented supplemented: (a) to cure any ambiguity, defect or inconsistencyinconsistency that does not adversely affect in any material respect the rights hereunder of any Holder of the Notes under the Indenture; (b) to provide for uncertificated Notes in addition to or in place of Definitive Notes or certificated Notes; (c) to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V 4 of the Supplemental Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect in any material respect the legal rights under the Indenture hereunder of any Holder of the Notes; or (e) to conform the provisions of this Supplemental Indenture to the “Description of the Notes” and “Description of Debt Securities” section of the Prospectus; (f) to comply with the requirements of the SEC Commission in order to effect or maintain connection with the qualification of the Indenture under the TIATrust Indenture Act; (g) to comply with the rules of any applicable depositary; (h) to evidence and provide for the acceptance of appointment under the Supplemental Indenture of a successor Trustee; (i) to add guarantees; (j) to provide for conversion rights of Holders if any recapitalization, reclassification or change of Common Stock or any consolidation, merger or sale, conveyance or lease of all or substantially all of the Company’s assets or a statutory share exchange occurs; or (k) to increase the Conversion Rate, provided that the increase will not adversely affect the interests of the Holders in any material respect.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented to (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes or to alter the provisions of Article II 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; (iii) to provide for the assumption of the Company’s 's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article V 5 or Article 10 of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture hereunder of any Holder of Notesthe Note; or (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to make any change necessary to make the Indenture, the Notes or the Notes Guarantee, as applicable, consistent with the disclosure under the caption "Description of Notes" in the final prospectus supplement relating to the initial issuance of the Notes; or (vii) to permit any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes. Without the consent of each holder affected, an amendment or waiver may not (with respect to any Notes held by a nonconsenting holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) 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 except as provided above with respect to Sections 3.09, 4.10 and 4.14 of the Indenture; (iii) reduce the rate of or change the time for payment of interest, including default 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 then outstanding Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or interest on the Notes; (vii) make any change in Section 6.04 or 6.07 of the Indenture or in the foregoing amendment and waiver provisions; (viii) waive a payment required by any of the covenants in Sections 3.09, 4.10, 4.14 of the Indenture; or (ix) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Indenture or and the Senior Subordinated Discount Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate Accreted Value of the Senior Subordinated Discount Notes then outstanding if before __________, 2004 or in aggregate principal amount of the then outstanding Senior Subordinated Discount Notes voting as a single class if after ___________, 2004 (including, without limitation, consents obtained in connection with a purchase ofof or, or tender offer or exchange offer for, the for Senior Subordinated Discount Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Senior Subordinated Discount Notes may be waived with the consent of the Holders of a majority in Principal Amount aggregate Accreted Value of the then outstanding Senior Subordinated Discount Notes voting as if before _________, 2004 or in aggregate principal amount of the then outstanding Senior Subordinated Discount Notes if after ________, 2004 (including consents obtained in connection with a single classtender offer or exchange offer for Senior Subordinated Discount Notes). Without the consent of any Holder of a NoteHolder, AirGate and the Trustee may amend or supplement the Indenture or the Senior Subordinated Discount Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Senior Subordinated Discount Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Senior Subordinated Discount Notes, to provide for the assumption of the Company’s AirGate's or a Guarantor's obligations to Holders in the Holders case of the Notes by a successor to the Company pursuant to Article V merger or consolidation or a sale of the Indenture; to confirm the text all or substantially all of the IndentureAirGate's assets, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATIA or to allow any Subsidiary to guarantee the Senior Subordinated Discount Notes. Without the consent of each Holder adversely affected, an amendment or waiver to the Indenture or the Senior Subordinated Discount Notes may not, with respect to any Senior Subordinated Discount Notes held by a non-consenting Holder, (i) reduce the principal amount of Senior Subordinated Discount Notes whose Holders must consent to an amendment, supplement or waiver, (ii) reduce the principal of or change the fixed maturity of any Senior Subordinated Discount Note or alter the provisions with respect to the redemption of the Senior Subordinated Discount Notes, except for provisions relating to Sections 4.10 and 4.14 of the Indenture, (iii) reduce the rate of or change the time for payment of interest on any Senior Subordinated Discount Note, (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Senior Subordinated Discount Notes except a rescission of acceleration of the Senior Subordinated Discount Notes by the Holders of at least a majority in aggregate principal amount of the Senior Subordinated Discount Notes and a waiver of the payment default that resulted from such acceleration, (v) make any Senior Subordinated Discount Note payable in money other than that stated in the Senior Subordinated Discount Notes, (vi) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Senior Subordinated Discount Notes, (vii) waive a redemption payment with respect to any Senior Subordinated Discount Note, other than a payment required by Sections 4.10 and 4.14 of the Indenture, and (viii) make any change in the preceding amendment and waiver provisions. Without the consent of at least 75% in aggregate principal amount of Senior Subordinated Discount Notes then outstanding, AirGate and the Trustee may not make any amendment to, or waiver of, the provisions of the Indenture relating to the security interests created by the Pledge Agreement that adversely affects the rights of the Holders.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture, the Indenture Notes, the Note Guarantees, the Collateral Sharing Agreement or the Notes Security Documents may be amended or supplemented without prior notice to any Holder but with the written consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class and (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, b) 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, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes voting as a single classNotes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Indenture Issuers and the Trustee may amend or supplement the Indenture, the Notes, the Note Guarantees or the Notes may be amended or supplemented Security Documents (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5; (iii) to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes; provided, however, that the uncertificated Notes or to alter the provisions are issued in registered form for purposes of Article II Section 163(f) of the Indenture (including the related definitions) Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (iv) to add additional Note Guarantees with respect to the Notes; (v) to add to the covenants of the Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuers; (vi) to make any change that does not adversely affect the rights of any Holder; (vii) to provide for the assumption issuance of the Company’s obligations Exchange Notes, Private Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Holders of Original Notes (except that the transfer restrictions contained in the Original Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit modified or facilitate the defeasance eliminated, as appropriate), and discharge which shall be treated, together with any outstanding Original Notes, as a single issue of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respectsecurities; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or (viii) to comply with the requirements any requirement of the SEC Commission in order to effect connection with qualifying, or maintain maintaining the qualification of the of, this Indenture under the TIA; (ix) if necessary, in connection with any addition or release of Collateral permitted under the terms of the Indenture or the Security Documents; or (x) prior to the Discharge of Credit Agreement Obligations, to give effect to any amendment, waiver or consent in respect of any Security Document or the Collateral Sharing Agreement that does not materially affect the rights of the Holders.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s 's or any Guarantor's obligations to the Holders of the Notes by in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision contained in the "Description of Notes" in the Company's prospectus supplement dated May 2, 2003 with respect to the Notes to the extent that such provision in the "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Security Documents or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated April 18, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees ,the Security Documents or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Toggle Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (includingToggle Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Toggle Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Toggle Notes may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as Toggle Notes, including without limitation, consents obtained in connection with a single classpurchase of, or tender offer or exchange offer for, Toggle Notes. Without the consent of any Holder of a NoteHolder, the Indenture Indenture, the Subsidiary Guarantees or the Toggle Notes may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency; , (ii) to provide for uncertificated Toggle Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture certificated Toggle Notes, (including the related definitionsiii) in a manner that does not adversely affect any Holder; to provide for the assumption of the CompanyIssuer’s or any Guarantor’s obligations to the Holders of the Toggle Notes by in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, (v) 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 Indenture, the Subsidiary Guarantees or the Toggle Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Toggle Notes, (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date, (viii) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Toggle Notes or to secure the Toggle Notes, or (ix) to issue additional notes in accordance with the terms of the Indenture. In addition, except as provided in clause (vi) of the preceding sentence, any amendment to the provisions of Article 10 of the Indenture (including the definitions of “Senior Debt” and “Designated Senior Debt”) that adversely affects the rights of any holder of Designated Senior Debt of the Issuer then outstanding requires the consent of a majority of the holders of such Designated Senior Debt (or any group or representative thereof authorized to give a consent), and any amendment or waiver of the provisions of Article 10 of the Indenture that adversely affects the rights of the Holders requires the consent of the Holders of at least 66-2/3% in aggregate principal amount of Toggle Notes then outstanding.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes Debentures may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount of the aggregate principal amount of the Debentures then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, Debentures) or, if no Debentures are outstanding, the Notesholders of a majority in Liquidation Preference of the Senior Exchangeable Preferred Stock then outstanding (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for, Senior Exchangeable Preferred Stock), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes Debentures may be waived with the consent of the Holders of a majority in Principal Amount of the aggregate principal amount of the then outstanding Notes Debentures voting as a single classclass (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for, Debentures) or, A1-5 if no Debentures are outstanding, the holders of a majority in Liquidation Preference of the Senior Exchangeable Preferred Stock then outstanding (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for, Senior Exchangeable Preferred Stock). Without the consent of any Holder of a NoteDebenture, the Indenture or the Notes Debentures may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes Debentures in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Debentures, to provide for the assumption of the Company’s 's obligations to the Holders of the Notes by Debentures in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Debentures or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s 's or a Guarantor's obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents, to conform the text of the Indenture, the Note Guarantees, the Security Documents and/or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated July 1, 2004, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees, the Security Documents or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented supplemented: (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture certificated Notes; (including the related definitionsiii) in a manner that does not adversely affect any Holder; to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Subsidiary Guarantees by a successor to the Company such Issuer or such Guarantor pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder Holder, provided that any change to conform the Indenture to the Offering Memorandum will be deemed not to adversely affect such legal rights; (v) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Notes‎Section 4.12 of the Indenture; (vi) to provide for the issuance of Additional Notes in accordance with ‎Section 2.02 of the Indenture; (vii) to add any additional Guarantor or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture; (viii) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee; (ix) to release Liens securing the Notes in accordance with the last paragraph of ‎Section 4.12 of the Indenture or to confirm and evidence such release or the termination or discharge of any such Lien; or (x) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of fixed rate notes” section of the Company’s Offering Memorandum dated February 18, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of fixed rate notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes; or to add additional obligors under the Indenture or the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the 2021 Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding 2021 Notes voting as a single class (including, without limitation, limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the 2021 Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and premium or interest on the 2021 Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees, if any, or the 2021 Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding 2021 Notes voting as (including, without limitation, consents obtained in connection with a single classtender offer or exchange offer for, or purchase of, the 2021 Notes). Without the consent of any Holder of a 2021 Note, the Indenture or the 2021 Notes may be amended or supplemented supplemented: to cure any ambiguity, defect or inconsistency; to provide for uncertificated 2021 Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated 2021 Notes; to provide for the assumption of the Company’s Issuers’ obligations to the Holders of the 2021 Notes by in the case of a successor to the Company pursuant to Article V merger or consolidation or sale of all or substantially all of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respectIssuers’ assets; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change 2021 Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of 2021 Notes; or to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act; to conform the text of the Indenture or the 2021 Notes to any provision of the “Description of the SPH Notes” section of the Issuers’ Offer to Exchange dated May 3, 2012 as amended and supplemented by the Amendment and Supplement to the Offer to Exchange dated July 6, 2012, relating to the issuance and sale of the 2021 Initial Notes, to the extent that such provision in that “Description of the SPH Notes”, as so amended and supplemented, was intended to be a verbatim recitation of a provision of the Indenture or the 2021 Notes; to provide for the issuance of any Exchange Notes pursuant to the Registration Rights Agreement and any Additional Notes in accordance with the limitations set forth in the Indenture as of its date; or to add collateral to secure the 2021 Notes or to add Guarantees of the Issuers’ obligations under the 2021 Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes Senior Discount Debentures may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes Senior Discount Debentures and Additional Senior Discount Debentures, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes Senior Discount Debentures may be waived with the consent of the Holders of a majority in Principal Amount principal amount at maturity of the then outstanding Notes Senior Discount Debentures and Additional Senior Discount Debentures, if any, voting as a single class. Without the consent of any Holder of a NoteSenior Discount Debenture, the Indenture or the Notes Senior Discount Debentures may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes Senior Discount Debentures in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Senior Discount Debentures, to provide for the assumption of the Company’s Issuers's obligations to the Holders of the Notes by Senior Discount Debentures in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Senior Discount Debentures or that is not inconsistent with the Indenture and does not materially and adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act or to provide for the issuance of Additional Senior Discount Debentures in accordance with the limitations set forth in the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Guaranties or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount 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, or purchase of, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium or Additional Interest, if any, on and or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) or compliance with any provision of the Indenture Indenture, the Guaranties or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes voting as a single classclass (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a Note, the Indenture Indenture, the Guaranties or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s 's or any Guarantor's obligations to the Holders of the Notes by in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of Indenture, the Collateral Agreements or the Notes to any provision of the "Description of Notes" section of the Company's Offering Memorandum dated December 5, 2003, relating to the initial offering of the Notes, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Collateral Agreements or the Notes; to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Guaranty with respect to the Notes, or to comply with the provisions in the Indenture regarding the addition and release of Guarantors.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Escrow Agreement, the Notes and the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then then-outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Escrow Agreement or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then then-outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Escrow Agreement or the Notes or the Note Guarantees may be amended or supplemented to to: cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated Notes; to provide for the assumption of the CompanyIssuers’ or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in the case of a successor to the Company pursuant to Article V merger or consolidation or sale of all or substantially all of the Indenture; to confirm the text of the IndentureIssuers’ or such Guarantor’s assets, any supplemental indenture, if as applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notessuch Holder; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; to conform the text of the Indenture, the Escrow Agreement or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Escrow Agreement or Note Guarantees; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to reflect the release of a Note Guarantee in accordance with this Indenture; to secure the Notes and/or the Note Guarantees; to comply with the rules of any applicable securities depository; to provide for the reorganization of TLLP as any other form of entity, in accordance with Section 5.01(a) of the Indenture; or to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented supplemented: (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture certificated Notes; (including the related definitionsiii) in a manner that does not adversely affect any Holder; to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Subsidiary Guarantees by a successor to the Company such Issuer or such Guarantor pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of NotesHolder, provided that any change to conform the Indenture to the Offering Memorandum will be deemed not to adversely affect such legal rights; (v) to secure the Notes or the Subsidiary Guarantees pursuant to comply with the requirements of the SEC in order to effect or maintain the qualification Section 4.06 of the Indenture Indenture; (vi) to provide for the issuance of Additional Notes in accordance with Section 2.02 of the Indenture; (vii) to add any additional Guarantor or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture; or (viii) to evidence or provide for the acceptance of appointment under the TIAIndenture of a successor Trustee.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes voting as a single class (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Notes or the Notes Guarantees may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes. Notwithstanding the foregoing, other than as provided in Section 9.1 of the Indenture, without the consent of the Holders of not less than two-thirds in aggregate principal amount of the Notes voting as a single classat the time outstanding, the Company, the Guarantors and the Trustee may not amend or supplement the Collateral Agreements, or waive or modify the rights of the Holders thereunder. Without the consent of any Holder of a Note, the Indenture Indenture, the Notes, or the Notes Guarantees may be amended or supplemented and the Collateral Agreements may be amended, supplemented, terminated or replaced to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s 's obligations to the Holders of the Notes by in the case of a successor to the Company merger or consolidation pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision provide for additional Guarantors as set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions Section 4.17 of the Indenture to such extent as shall be necessary to permit or facilitate for the defeasance and discharge release or assumption of any Note pursuant to Article VIII, provided that any such action shall not adversely affect a Guarantee in compliance with the interests of any Holder in any material respectIndenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture or under the Collateral Agreements of any Holder of the Notes; or to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; to comply with requirements of the SEC in order to effect or maintain the qualification of the this Indenture under the TIA; to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; to evidence and provide for a new or replacement lender under a Credit Agreement so long as such amended, supplemented or replacement Collateral Agreements do not, as a whole, adversely affect the second priority Lien in favor of the Trustee or the rights of the Holders under the Collateral Agreements or under the Indenture; to terminate and release control agreements in respect of deposit accounts and securities accounts in connection with the closing of any deposit accounts or securities accounts by the Company; or to add or release Collateral in compliance with the terms of the Indenture and the Collateral Agreements.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of or Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) or compliance with any provision of the Indenture or the Notes Notes, the Note Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented supplemented: to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder such Holder, to provide for the issuance of Notes; Additional Notes or PIK Interest Notes or to comply increase the outstanding principal amount of the Notes, to release or subordinate Liens on Collateral in accordance with the requirements Note Documents, to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with the Indenture and the other Note Documents, to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or release the Note Guarantees pursuant to the terms of the SEC Indenture, to add any Collateral or to evidence the release of any Liens as provided in order the Indenture and the other Note Documents, in each case as provided in the Indenture or other Note Documents, as applicable, with respect to effect the Security Documents, as provided in the Intercreditor Agreement, to make, complete or maintain confirm any grant of Collateral permitted or required by the qualification Indenture or any of the Security Documents establishing Parity Liens (including to secure Parity Lien Obligations permitted to be incurred and secured under the Indenture), to evidence and provide for the acceptance of a successor Trustee or to modify Section 2.06 of the Indenture under solely for the TIApurpose of providing for the removal of the Private Placement Legend from any Note and to allow for the transfer of a Restricted Definitive Note or a beneficial interest in a Restricted Global Note to a Note that has an unrestricted CUSIP number, in each case in accordance with applicable securities laws.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 6.04 and 6.7 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, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Supplemental Indenture or the Notes may be waived waived, including by way of amendment, with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as (including, without limitation, consents obtained in connection with a single classpurchase of, or a tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes may be amended (i.e. curing ambiguities, omissions, mistakes, defects or supplemented to cure any ambiguity, defect or inconsistencyinconsistencies; to provide providing for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II assumption by a successor corporation of the Indenture (including obligations of the related definitions) in a manner Company under the Indenture; adding guarantees with respect to the Notes; securing the Notes; adding to the covenants of the Company for the benefit of the Holders or surrendering any right or power conferred upon the Company; adding additional events of default; making any change that does not adversely affect the rights of any Holder; to provide for the assumption changing or eliminating any provisions of the Company’s obligations Indenture so long as there are no Holders entitled to the Holders benefit of the Notes by a successor to the Company pursuant to Article V provisions; complying with any requirement of the Indenture; to confirm SEC in connection with the text qualification of the IndentureIndenture under the Trust Indenture Act of 1939, any supplemental indenture, if applicable, or as amended; conforming the provisions of the Indenture and the Notes to any provision set forth under the heading “Description of the Notes” section in a prospectus supplement applicable to the NotesOffering Memorandum; to supplement supplementing any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that the Notes so long as any such action shall not adversely affect the interests of any Holder in of such Notes or any material respectother series of debt securities issued thereunder; to make any change that would provide any permitting the authentication and delivery of additional rights or benefits to the Holders series of the Notes; providing for uncertificated Notes in addition to make any change that is not inconsistent with or in place of certificated Notes subject to applicable laws; establishing the form or terms of other debt securities issued under the Indenture and coupons of any series of such other debt securities pursuant to the Indenture and to change the procedures for transferring and exchanging such other debt securities so long as such change does not adversely affect the legal rights under holders of any outstanding debt securities, including the Notes (except as required by applicable securities laws); making any change to the Indenture that does not adversely affect the rights of any Holder holder of any series of debt securities, including the Notes; or to comply securing any series of debt securities, including the Notes; evidencing the acceptance of appointment by a successor trustee; complying with the requirements Article V of the SEC Indenture; in order the case of subordinated debt securities, making any change to effect or maintain the qualification provisions of the Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Indebtedness under such provisions (but only if each such holder of Senior Indebtedness under such provisions consents to such change); or evidencing the TIArelease of any guarantor pursuant to the terms of the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Escrow Agreement or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated October 26, 2006, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees, the Escrow Agreement or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes or to alter the provisions of Article II 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; to provide for the assumption of the Company’s 's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article V 5 or Article 12 of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture hereunder of any Holder of Notesthe Note; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the this Indenture under the TIA; to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; to allow any Guarantor to execute a supplemental A2-5 indenture and/or a Subsidiary Guarantee with respect to the Notes; to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any release of Collateral that becomes effective as set forth in this Indenture; to reflect any waiver or termination of any right arising under Article 10 of the Indenture that otherwise would be enforceable by any holder of a Parity Lien Obligation or Parity Lien, if such waiver or termination is set forth or provided in this Indenture or agreement governing or giving rise to such Parity Lien Obligation or Parity Lien, PROVIDED that no such waiver or amendment shall adversely affect the rights of Holders of the Notes; or as provided in clause (2) of Section 10.07.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Notes Collateral Documents may be amended or supplemented by the Issuer, the Guarantors, the Trustee and the Security Agent with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the Notes then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with Additional Notes, if any) voting as a purchase of, or tender offer or exchange offer for, the Notes), single class and, subject to Sections 6.4, 6.6 and 6.7 Section 6.04 of the Indenture, any existing Default or Event of Default (other than a continuing Default or Event of Default in the payment of the principal of, premiuminterest and premium and Additional Amounts, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) or compliance with any provision of the Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Notes Collateral Documents may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class. Without the consent of any Holder of a NoteHolder, the Indenture Issuer, the Guarantors, the Trustee and the Security Agent may amend or supplement the Notes may be amended or supplemented Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Collateral Documents to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated Notes; to provide for the assumption of the CompanyIssuer’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company and Note Guarantees pursuant to Article V a transaction governed by Section 5.01 of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights of any such Holder under the Indenture in any material respect; to conform the text of the Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Collateral Documents to any Holder provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Collateral Documents; to enter into additional or supplemental Collateral Documents; to release Collateral in accordance with the terms of the Indenture and the Collateral Documents or to release any Note Guarantee in accordance with the terms of the Indenture; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date hereof; to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; to provide for uncertified Notes in addition to or in place of certified Notes (provided that the uncertified Notes are issued in registered form for purposes of Section 163(f) of Title 26 of the U.S. Code (the “Code”), in a manner such that the uncertified Notes are described in Section 163(f)(2)(B) of the Code); to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA.add

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s 's obligations to the Holders of the Notes by in the case of a successor to the Company pursuant to Article V consolidation, amalgamation, combination or merger or sale of all or substantially all of the Indenture; to confirm the text of the IndentureCompany's assets, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act of 1939, as amended, to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the "Description of Notes" section of the Offering Memorandum to the extent that such provision in the "Description of Notes" section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes, to evidence and provide for the acceptance of appointment of a successor Trustee, to provide for the Issuance of Additional Notes in accordance with the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company and Note Guarantees pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s prospectus supplement dated January 11, 2010, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, which intent may be evidenced by an Officers’ Certificate to that effect; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to comply with the procedures of DTC or the Trustee with respect to the provisions of the Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests in the Notes; or to evidence the release of any Guarantor permitted to be released under the terms of the Indenture or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company and Note Guarantees pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s prospectus supplement dated March 29, 2017, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, which intent may be evidenced by an Officers’ Certificate to that effect; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to comply with the procedures of DTC or the Trustee with respect to the provisions of the Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests in the Notes; or to evidence the release of any Guarantor permitted to be released under the terms of the Indenture or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes other than the Notes beneficially owned by the Company or its Affiliates (including, without limitation, Additional Notes, if any), voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on the Notes, except a Payment Default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes or the Security Documents may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes other than the Notes beneficially owned by the Company or its Affiliates (including, without limitation, Additional Notes, if any), voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect omission, mistake, defect, error or inconsistencyinconsistency contained in the Indenture, or make such other provisions in regard to matters or questions arising under the Indenture as the Issuers may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of the Notes; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated Notes; to provide for the assumption of the Companyany Issuer’s or any Guarantor’s obligations to the Holders of the Notes by in the case of a successor to the Company pursuant to Article V merger or consolidation or sale, assignment, transfer, conveyance, lease or other disposition of the Indenture; to confirm the text all or substantially all of the Indenturesuch Issuer’s or such Guarantor’s assets, any supplemental indenture, if as applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder Holder; to add or modify covenants for the benefit of Notesthe Holders or to surrender any right or power conferred upon the Issuer, the Co-Issuer or any Guarantor; or at the Issuers’ election, to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA, if applicable or required; to conform the text of the Indenture, the Notes or the Security Documents to any provision of the “Description of the Notes” section of the Offering Memorandum dated July 1, 2020, relating to the initial offering of the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture to the Indenture and/or any Security Document with respect to the Notes; to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent to provide for the accession by the Trustee or Collateral Agent to any Notes documentation; to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Collateral Agent for the benefit of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Obligations in respect of the Notes, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise; to release or subordinate Collateral from the Lien of the Indenture and the Security Documents when permitted or required by the Security Documents or the Indenture; and to provide for the succession or joinder of any parties to the Security Documents or the Intercreditor Agreements (and other amendments that are administrative, conforming or ministerial in nature) in connection with the incurrence of Additional Pari Passu Obligations or Permitted Junior Lien Obligations or any amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any Senior Credit Agreement or any other Pari Passu Obligations or any other agreement that is not prohibited by the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes, the Note Guarantees, the Security Documents or the Notes Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Notes, the Note Guarantees, Security Documents or the Notes Intercreditor Agreement may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a NoteHolder, the Indenture or the Notes or the Note Guarantees or Security Documents or Intercreditor Agreement may be amended or supplemented to (i) cure any ambiguity, defect omission, mistake, defect, error or inconsistency, conform any provision to the section of the Offering Circular titled “Description of the Notes,” or reduce the minimum denomination of the Notes; to (ii) provide for the assumption by a successor Person of the obligations of the Company under any Note Document; (iii) provide for uncertificated Notes in addition to or in place of Definitive Notes certificated Notes; (iv) add to the covenants or to alter provide for a Note Guarantee for the provisions of Article II benefit of the Indenture Holders or surrender any right or power conferred upon the Company or any Restricted Subsidiary; (including the related definitionsv) in a manner make any change that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests rights of any Holder in any material respect; (vi) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes in accordance with the terms of the Indenture; (vii) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.09 of the Indenture, to add Note Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under the Indenture; (viii) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to any Note Document; (ix) to make any change amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with the Indenture as so amended would provide not result in Notes being transferred in violation of the Securities Act or any additional applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (x) mortgage, pledge, hypothecate or benefits to grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes; , as additional security for the payment and performance of all or any portion of the Payment Priority Obligations, in any property or assets, including any which are required to make be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any change that is not inconsistent with of the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of NotesSecurity Documents or otherwise; or (xi) provide for the release of Collateral from the Lien pursuant to comply with the requirements of Indenture, the SEC in order to effect Security Documents, the Intercreditor Agreement and any Future Intercreditor Agreement when permitted or maintain required by the qualification of Security Documents, the Indenture under Indenture, the TIAIntercreditor Agreement or any Future Intercreditor Agreement.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any . 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, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes (other than any Default in the payment of principal or interest on the Note or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected) may be waived waived, including by way of amendment, with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes voting as a single classNotes. Without the consent of any Holder of a Note, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, defect or inconsistencyinconsistency in the Indenture; to provide for uncertificated Notes in addition to provided that such amendments or in place of Definitive Notes or to alter supplements shall not materially and adversely affect the provisions of Article II interests of the Indenture Holders; (including ii) to comply with Article 5 of the related definitions) in Indenture, relating to a manner that does not adversely affect any Holder; to provide for the assumption merger or consolidation or sale of all or substantially all of the Company’s obligations assets; (iii) to the Holders comply with any requirements of the Notes by Securities and Exchange Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (iv) to evidence and provide for the acceptance of appointment of a successor Trustee and to the Company pursuant add to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement change any of the provisions of the Indenture to such extent as shall be necessary to permit provide for or facilitate the defeasance and discharge administration of the trusts by more than one Trustee, pursuant to the requirements of the Indenture; (v) to establish the form or forms or terms of any Note pursuant additional series of Securities; (vi) to Article VIII, provided that any provide for uncertificated or Unregistered Securities and to make all appropriate changes for such action shall not adversely affect the interests of any Holder in any material respectpurpose; and (vii) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change that is not inconsistent with the Indenture and does not materially and adversely affect the legal rights under the Indenture of any Holder of Notes; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIAHolder.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to The Indenture permits, with certain exceptionsexceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture or at any time by the Notes may be amended or supplemented Company and the Trustee with the consent of the Holders of at least not less than a majority in aggregate Principal Amount of the then outstanding Notes voting as Outstanding Securities. The Indenture also contains provisions permitting the Holders of a single class (includingmajority in aggregate Principal Amount of the Outstanding Securities, without limitationon behalf of the Holders of all the Securities, consents obtained to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of any provision of or applicable to this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in connection with a purchase ofexchange herefor or in lieu hereof, whether or tender offer not notation of such consent or exchange offer for, the Notes), and, waiver is made upon this Security. As provided in and subject to Sections 6.4, 6.6 and 6.7 the provisions of the Indenture, the Holder of this Security shall not have the right to institute any existing Default proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default (other with respect to the Securities, the Holders of not less than a Default or 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in as Trustee and offered the payment of Trustee reasonable indemnity satisfactory to it, the principal of, premium, if any, on and interest on the Notes, except a payment default resulting Trustee shall not have received from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount of Outstanding Securities a direction inconsistent with such request, and the then outstanding Notes voting as Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by a single class. Without Holder of this Security for the consent enforcement of any Holder payment of a Notethe Principal Amount, Fundamental Change Repurchase Price or Make-Whole Interest Payment hereof on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including shall alter or impair the related definitions) in a manner that does not adversely affect any Holder; to provide for the assumption obligation of the Company’s obligations , which is absolute and unconditional, to pay the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the IndenturePrincipal Amount, any supplemental indentureFundamental Change Repurchase Price or Make-Whole Interest Payment of, and interest, including Additional Interest and Special Interest, if applicableany, on, this Security at the times, place and rate, and in the coin or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIIIcurrency, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIAherein prescribed.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Fiscal Agency Agreement and the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the Securities then outstanding Notes voting as a single class (includingoutstanding, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Fiscal Agency Agreement or the Notes Securities may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes voting as a single classSecurities. Without notice to or the consent of any Holder of a NoteSecurity, the Indenture Fiscal Agency Agreement or the Notes Securities may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency; , to comply with the covenants contained in the Fiscal Agency Agreement, to provide for uncertificated Notes Securities in addition to or in place of Definitive Notes certificated Securities, to add to the covenants of the Company or to alter the provisions add any additional Events of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; to provide Default for the assumption benefit of all the Company’s obligations Securities, to the Holders of the Notes by a successor add to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement change any of the provisions of the Indenture Fiscal Agency Agreement to such extent as shall be necessary to permit or facilitate the defeasance issuance of Securities in bearer form, registrable or not registrable as to principal, and/or coupon form, registrable or not registrable as to principal, and discharge to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, to add to or change any Note provisions of the Fiscal Agency Agreement as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Fiscal Agent, to issue Additional Securities pursuant to Article VIIIthe Fiscal Agency Agreement, provided that any such action shall not adversely affect the interests of any Holder in any material respect; or to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notesthe Securities; or to comply with provided that none of such changes shall adversely affect the requirements rights of any Holder of the SEC in order to effect or maintain the qualification of the Indenture under the TIASecurities.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s prospectus dated October 8, 2004, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes voting as a single class (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes voting as a single classNotes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency; , (2) to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture certificated Notes, (including the related definitions3) in a manner that does not adversely affect any Holder; to provide for the assumption of the Companyan Issuer’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V Five of the Indenture; to confirm the text of the Supplemental Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of the Notes; , (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the TIATrust Indenture Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the Prospectus Supplement relating to the Notes dated May 14, 2015.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, and PIK Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees, or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, and any PIK Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Subsidiary Guarantees, the Priority Lien Intercreditor Agreement, the Security Documents or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes, including, in the event that PIK Notes or are issued in certificated form, to alter make appropriate amendments to the provisions Indenture to reflect an appropriate minimum denomination of Article II certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; Internal Revenue Code), to provide for the assumption of the Company’s obligations to the Holders of the Notes by in case of a successor to the Company pursuant to Article V merger or consolidation or sale of all or substantially all of the Indenture; to confirm the text of the IndentureCompany’s assets, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture, any Subsidiary Guarantee, the Priority Lien Intercreditor Agreement or any Security Document of any such Holder, including, for the avoidance of doubt, to make any covenant or event of default more restrictive than the covenants or events of default contained in the Indenture as of the date thereof, to provide for the Issuance of Additional Notes and any PIK Notes in accordance with the limitations set forth in the Indenture, to conform the text of this Indenture, the Security Documents, the Priority Lien Intercreditor Agreement, the Subsidiary Guarantees or Notes to any provision of the Offering Circular, as amended, under the caption “Description of Second Priority Secured Subordinated Notes” to the extent such provisions in the “Description of Second Priority Secured Subordinated Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees, the Security Documents, the Priority Lien Intercreditor Agreement or the Notes, to enter into additional supplemental Security Documents, including Security Documents adding additional First Priority Lien Secured Parties and First Priority Lien Obligations to any Security Document or the Priority Lien Intercreditor Agreement, to release a Guarantor from its obligations under its Subsidiary Guarantee, the Notes or the Indenture in accordance with the applicable provisions of the Indenture, to release Collateral in accordance with the terms of the Indenture, the Security Documents or the Priority Lien Intercreditor Agreement, to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee thereunder pursuant to the requirements thereof, to make, complete or confirm any Holder grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture, any of the Security Documents or the Priority Lien Intercreditor Agreement, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes; , or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture secure any First Priority Lien Debt under the TIASecurity Documents and to appropriately include the same in the Priority Lien Intercreditor Agreement.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes Notes, including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Guarantees (if in existence) may be amended or supplemented supplemented: to cure any ambiguity, defect or inconsistency; to comply with Article 6 of the Indenture; to provide for uncertificated Notes in addition to or in place of Definitive Notes or certificated Notes; to alter the provisions of Article II surrender any of the Indenture (including Issuer’s rights or powers under the related definitions) in a manner Indenture; to add covenants or events of default for the benefit of the Holders of Notes; to comply with the applicable procedures of the applicable Depositary; make any change that does not adversely affect the rights of any HolderHolder as determined in good faith by the Issuer, as evidenced in an Officers’ Certificate delivered to the Trustee; to evidence and provide for the assumption acceptance of the Company’s obligations to the Holders of the Notes appointment hereunder by a successor Trustee with respect to the Company pursuant Notes and to Article V of the Indenture; add to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement change any of the provisions of the Indenture to such extent as shall be necessary to permit provide for or facilitate the defeasance and discharge administration of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respecttrusts hereunder by more than one Trustee; to make conform the text of the A-5 Indenture or the Notes to any change that would provide any additional rights or benefits provision of the “Description of Notes” section of the Issuer’s Prospectus Supplement dated February 18, 2015, relating to the Holders offering of the Initial Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; to evidence the succession of another person to the Issuer, or successive successions, and the assumption by the successor person of the covenants, agreements and obligations of such Issuer the pursuant to Article 6; and to add any Guarantor or to evidence the release of any Guarantor from its Guarantee, in each case as provided in the Indenture; or to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Notes may be listed or traded.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the 2018 Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding 2018 Notes voting as a single class (including, without limitation, limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the 2018 Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and premium or interest on the 2018 Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees, if any, or the 2018 Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding 2018 Notes voting as (including, without limitation, consents obtained in connection with a single classtender offer or exchange offer for, or purchase of, the 2018 Notes). Without the consent of any Holder of a 2018 Note, the Indenture or the 2018 Notes may be amended or supplemented supplemented: to cure any ambiguity, defect or inconsistency; to provide for uncertificated 2018 Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated 2018 Notes; to provide for the assumption of the Company’s Issuers’ obligations to the Holders of the 2018 Notes by in the case of a successor to the Company pursuant to Article V merger or consolidation or sale of all or substantially all of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respectIssuers’ assets; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change 2018 Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of 2018 Notes; or to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act; to conform the text of the Indenture or the 2018 Notes to any provision of the “Description of the SPH Notes” section of the Issuers’ Offer to Exchange dated May 3, 2012, as amended and supplemented by the Amendment and Supplement to the Offer to Exchange dated July 6, 2012, relating to the issuance and sale of the 2018 Initial Notes, to the extent that such provision in that “Description of the SPH Notes” as so amended and supplemented was intended to be a verbatim recitation of a provision of the Indenture or the 2018 Notes; to provide for the issuance of any Exchange Notes pursuant to the Registration Rights Agreement and any Additional Notes in accordance with the limitations set forth in the Indenture as of its date; or to add collateral to secure the 2018 Notes or to add Guarantees of the Issuers’ obligations under the 2018 Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or any Note Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the Notes then outstanding Notes outstanding, including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the Notes then outstanding Notes outstanding, including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s Issuers' obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text 5 of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or Holders, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents, to conform the text of the Indenture, the Security Documents or the Notes to any provision of the "Description of the Notes" section of the Issuers' Offering Circular dated April 19, 2004, relating to the offering of the Initial Notes, to the extent that such provision in that "Description of the Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Security Documents or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to provide for additional Guarantors as set forth in Section 4.17 of the Indenture or for the release or assumption of a Note Guarantee in compliance with the Indenture or to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of the Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interest therein.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s 's or any Guarantor's obligations to the Holders of the Notes by in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision contained in the "Description of Notes" in the Company's prospectus supplement dated May 2, 2003 or Offering Memorandum dated July 29, 2003 with respect to the Notes to the extent that such provision in the "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes."

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes Notes, the Note Guarantees, the Intercreditor Agreement or the Security Documents may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Notes Security Documents may be amended or supplemented to cure any ambiguity, omission, mistake, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of the Notes by in the case of a successor to merger or consolidation or sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets in accordance with the Company pursuant to Article V of limitations set forth in the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any such Holder taken as a whole in any material respect, to secure the Notes or the Note Guarantees pursuant to the requirements of Notes; Section 4.12 of the Indenture, to provide for the issuance of Additional Notes and related guarantees (and the grant of security for the benefit of the Additional Notes and related guarantees) in accordance with the limitations set forth in the Indenture, to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to evidence or provide for the acceptance of appointment under the Indenture of a successor trustee or evidence and provide for a successor or replacement collateral trustee under the Indenture or the Security Documents, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or in any of the Security Documents, to conform the text of the Indenture, the Note Guarantees, the Notes or any Security Document related to the Notes to any provision of the “Description of Notes” section of the Partnership’s Offering Circular dated June 3, 2016, relating to the initial offering of the Notes, to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the Indenture, to mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of the Indenture or otherwise, to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of the Indenture and the relevant Security Document, to add covenants for the benefit of the Holders or surrender any right or power conferred upon either Issuer or any Guarantor, to provide for the assumption by one or more successors of the obligations of any of the Guarantors under the Indenture and the Note Guarantees and to permit an ABL Transaction.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount 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, of the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on or interest and interest Liquidated Damages, if any, on the Notes, except a payment default Payment Default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, ) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes voting as (including consents obtained in connection with a single classtender offer or exchange offer for the Notes). Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holdercertificated Notes; to provide for the assumption of the Company’s Issuers’ obligations to the Holders of the Notes by in case of a successor merger, consolidation or sale of assets or to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenture, add any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in Person as a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respectGuarantor; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder such Holder; to reflect the grant of Notes; Liens on the Collateral for the benefit of an additional secured party, to the extent such Indebtedness and the Lien securing such Indebtedness is permitted by the terms of the Indenture, to release Collateral from the Liens of the Indenture and the Collateral Documents when permitted or required by the Indenture or the Collateral Documents, or to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATIA or to allow any Guarantor to guarantee the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes voting as a single class (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes voting as a single classNotes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; , to provide for the assumption of the Company’s 's obligations to the Holders of the Notes by in case of a successor to the Company merger, consolidation or sale of assets pursuant to Article V of the Indenture; Indenture or to confirm the text add any Person as a Guarantor or to release any Guarantor or otherwise comply with Article XIII of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to allow any Guarantor to Guarantee the Notes, to release any Guarantor from any of its obligations under the Indenture or its Guarantee pursuant to the terms of the Indenture, to make, complete or confirm any grant of Collateral permitted or required by the Security Documents or the Indenture or any release of Collateral that becomes effective as set forth in the Security Documents or the Indenture, to conform the text of the Indenture, the Notes, the Subsidiary Guarantees or the Security Documents to any provision of the Description of the Notes section of the Offering Circular for the Offering of the Original Notes to the extent that such provision in the Description of the Notes was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Subsidiary Guarantees or the Security Documents, or to reflect any waiver or termination of any right arising under the provisions of the Indenture that otherwise would be enforceable by any holder of a Term Loan Obligation, if such waiver or termination is set forth in the agreement governing such Term Loan Obligation, provided that no such waiver or amendment shall adversely affect the rights of Holders of Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. The provisions of Article 10 of the Indenture may not be amended or modified without the written consent of the holders of all Senior Debt. In addition, any amendment to, or waiver of, the provisions of Article 10 of the Indenture that adversely affects the rights of the Holders of the Notes will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of Notes then outstanding. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated November 5, 2004, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Company and the Trustee may amend or supplement the Indenture, the Notes or the Notes may be amended or supplemented Guarantees with the consent of the Holders of at least a majority in Principal Amount 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), and, subject to Sections 6.4, 6.6 6.04 and 6.7 6.07 of the Indenture, may waive any existing Default or Event of Default (other than except a continuing Default or Event of Default in (i) the payment of the principal ofprincipal, premium, if any, on and interest or Special Interest, if any, on the Notes, except Notes and (ii) in respect of a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 covenant which under the Indenture cannot be modified or amended without the consent of the Indenture, Holder of each Note affected by such modification or amendment) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount of the then outstanding Notes voting as a single classNotes. Without the consent of any Holder of a NoteHolder, the Indenture Company and the Trustee may amend or supplement the Indenture, the Notes or the Notes may be amended or supplemented Guarantees: to cure any ambiguity, omission, defect or inconsistencyinconsistency in any manner that is not adverse in any material respect to any Holder of the Notes; to provide for the assumption by a Surviving Person of the obligations of the Parent or the Company under the Indenture, the Notes and the Guarantees; to provide for uncertificated Notes in addition to or in place of Definitive Notes certificated Notes; to add additional Guarantees or additional obligors with respect to alter the provisions of Article II Notes, or release, terminate or discharge Guarantors from Guarantees as permitted by the Indenture; to secure the Notes; to add to the covenants of the Indenture (including Parent and the related definitions) in a manner that does not adversely affect any Holder; to provide Company for the assumption benefit of the Company’s obligations to the Holders of the Notes by a successor or to surrender any right or power conferred upon the Company pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, Parent or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respectCompany; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder Holders of Notes; or to comply with the requirements any requirement of the SEC Commission in order to effect or maintain connection with the qualification of the Indenture under the TIA; to add a co-issuer of the Notes as contemplated by Section 5.01(a)(i) of the Indenture; to provide for the issuance of Additional Notes; and to conform the text of the Indenture or the Notes to any provision of the “Description of the Notes” section of the offering memorandum, dated as of March 10, 2010, relating to the sale of the Initial Notes, to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture or the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Indenture Supplemental Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Supplemental Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, mistake, defect or inconsistency; , (ii) to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture certificated Notes, (including the related definitionsiii) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations Obligations to the Holders of the Notes by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s assets pursuant to Article V 5 of the Indenture; to confirm the text of the Supplemental Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Supplemental Indenture of any Holder of Notes; or 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 TIA, (vi) to conform the text of the Supplemental Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated November 30, 2017, relating to the initial offering of the Notes, (vii) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor trustee pursuant to the requirements thereof, (viii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, or (ix) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’ obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not materially adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular dated January 11, 2011, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to comply with the provisions of the Indenture to reflect the release of a Note Guarantee in accordance with the Indenture, to release a Guarantor from its obligations under its Note Guarantee or the Indenture, to secure the Notes and/or the Note Guarantees, to evidence and provide for the acceptance of appointment by a successor trustee, to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to comply with the provisions described under Section 5.01.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single classclass (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes, the Guarantees or the Notes Security Documents may be amended or supplemented to cure any ambiguity, defect omission, mistake, defect, error or inconsistency; inconsistency or reduce the minimum denomination of the Notes, to provide for uncertificated Notes or Guarantees in addition to or in place of Definitive certificated Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; Guarantees, to provide for the assumption of the Company’s obligations of the Co-Issuers or any Guarantor to the Holders of the Notes by in the case of a successor to the Company pursuant to Article V merger, amalgamation, consolidation or sale of all or substantially all of the Indenture; to confirm the text of the IndentureCo-Issuers’ assets or such Guarantor’s assets, any supplemental indenture, if as applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any such Holder in any material respect, to provide for the issuance of Additional Notes in accordance with the provisions set forth in the Indenture, to provide for the issuance of exchange Notes, to evidence and provide for the acceptance of an appointment of a successor trustee or a co-trustee, to add Guarantees with respect to the Notes or to add covenants, to conform the Notes to the “Description of Notes; or ” section of the Offering Memorandum, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee, to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act (as defined in the Indenture) or any other applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect, to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Notes Collateral Agent for the benefit of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Note Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise (and appoint any additional collateral agent or other agent necessary in relation thereto), to enter into any (x) the Joinder to the First Lien Intercreditor Agreement in effect on the Issue Date; (y) the Successor Intercreditor Agreement; or (z) any other intercreditor agreement having substantially similar terms with respect to the Holders of the Notes as those set forth in the Intercreditor Agreement (if any) then in effect, taken as a whole, in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to the First Lien Intercreditor Agreement or to modify any such legend as required by the First Lien Intercreditor Agreement, to provide for the assumption of any Co-Issuer’s or any Guarantor’s obligations under any Note Document (including the assumption of Six Flags’ obligations by HoldCo upon the consummation of the Merger) or the addition of any new co-issuers to any Note Document (including the addition of the Cedar Fair Co-Issuers upon the consummation of the Merger) in the case of a merger or consolidation or sale of all or substantially all of the properties or assets of such Co-Issuer or such Guarantor to the extent permitted by the terms of the Indenture and the other Note Documents, as applicable, and the appointment of any additional collateral agents (including any necessary Canadian collateral agent) or other agents necessary in relation thereto, to make any change that would provide any additional rights or benefits to the holders of First Lien Debt or the Notes Collateral Agent or that does not directly and adversely affect the rights under the Indenture or any other Note Document of any holder of First Lien Obligations or the Notes Collateral Agent, to effect any release of Collateral otherwise permitted under the Note Documents, to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, Refinancing or other modification from time to time of the Six Credit Agreement (and, following the consummation of the Merger, the HoldCo Credit Agreement) or any other agreement that is not prohibited by the Indenture, and to add Additional First Lien Secured Parties to any Security Documents.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Collateral Documents may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Any amendment to, or waiver of, the provisions of any of the Collateral Documents relating to Section 4.13 of the Indenture or Article 10 thereof will require the consent of the Holders of at least 66-2/3% in principal amount of the Notes then outstanding. Without the consent of any Holder of a Note, the Indenture Indenture, the Notes or the Notes Collateral Documents may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturecertificated Notes, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act, to provide for the issuance of Additional Notes, to enter into additional or supplemental Collateral Documents, to comply with all applicable rules and regulations of the NIGC, the BIA or any governmental authority or to comply with the provisions of DTC, Euroclear or Clearstream or the Trustee with respect to the provisions of the Indenture or the Notes relating to the transfers and exchange of Notes or beneficial interests therein.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes Debentures may be amended or supplemented with the consent of the Holders of at least a majority of the aggregate principal amount of the Debentures then outstanding voting as a single class (including, A2-6 without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for, Debentures) or, if no Debentures are outstanding, the holders of a majority in Principal Amount Liquidation Preference of the Senior Exchangeable Preferred Stock then outstanding (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for, Senior Exchangeable Preferred Stock), and any existing default or compliance with any provision of the Indenture or the Debentures may be waived with the consent of the Holders of a majority of the aggregate principal amount of the then outstanding Notes Debentures voting as a single class (including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumDebentures) or, if anyno Debentures are outstanding, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders holders of a majority in Principal Amount Liquidation Preference of the Senior Exchangeable Preferred Stock then outstanding Notes voting as (including, without limitation, consents obtained in connection with a single classpurchase of or tender offer or exchange offer for, Senior Exchangeable Preferred Stock). Without the consent of any Holder of a NoteDebenture, the Indenture or the Notes Debentures may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes Debentures in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Debentures, to provide for the assumption of the Company’s 's obligations to the Holders of the Notes by Debentures in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Debentures or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Notes any Subsidiary Guarantee and any other agreement or documents delivered to the trustee pursuant to the terms of this Indenture may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes voting as a single class (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or Indenture, the Notes an any other agreement or documents delivered to the trustee purchase to the terms of this Indenture may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes voting as a single classNotes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency; , (2) to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture certificated Notes, (including the related definitions3) in a manner that does not adversely affect any Holder; to provide for the assumption of the Companyan Issuer’s or Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenture5 hereof, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make Notes or surrender any change that is not inconsistent with right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture and that does not adversely affect the legal rights under the Indenture of any Holder such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of Notes; any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) 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, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee or (10) provide for the issuance of exchange securities which shall have terms substantially identical in all respects to the Notes (except that transfer restrictions contained in the Notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding notes, as a single class of securities.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s 's or any Guarantor's obligations to the Holders of the Notes by in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes. Without the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will not amend, modify or alter the Subordinated Note Indenture in any way to (i) advance the final maturity date of or shorten the Weighted Average Life to Maturity of any Subordinated Notes or (ii) amend the provisions of Article 10 of the Subordinated Note Indenture (which relate to subordination), except to the extent that the Company would otherwise be able to refinance or replace the Subordinated Notes on the same basis as the amended, modified or altered form of the Subordinated Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single classclass provided that Section 3.08, Section 4.10(d) and Article 5 of the Indenture and any other provision that is subject to the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders (including this proviso) may not be amended or supplemented without the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders and any Default or Event of Default resulting therefrom may not be waived without the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders. Notwithstanding the preceding, the Company, the Guarantors and the holders of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders may, without the consent of any other holder of Notes or the Trustee, amend or supplement the Indenture, the Security Documents, the Notes and the Note Guarantees to amend or supplement the provisions under Section 3.08, Section 4.10(d) and Article 5 of the Indenture and any other provision that is subject to the consent of a majority in aggregate principal amount of the outstanding Notes beneficially owned by all of the Designated Noteholders, and the Company, the Guarantors and the Designated Noteholders may, without the consent of any other holder of Notes or the Trustee, waive any Default or Event of Default resulting therefrom. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article V of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated March 16, 2016, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Note Guarantees or the Security Documents, which intent may be evidenced by an Officers’ Certificate to that effect, to enter into additional or supplemental security documents in accordance with the terms of the Security Documents, to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any Security Documents or any release of collateral that becomes effective as set forth in the Indenture or any Security Documents, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the 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 Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default or Event of Default (other than a or Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in Principal Amount aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; , to provide for uncertificated Notes in addition to or in place of Definitive Notes or to alter the provisions of Article II of the Indenture (including the related definitions) in a manner that does not adversely affect any Holder; certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by and Note Guarantees in case of a successor to the Company pursuant to Article V of the Indenture; to confirm the text of the Indenturemerger or consolidation, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any Holder of Notes; or such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of floating rate notes” section of the Company’s Offering Memorandum dated February 18, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of floating rate notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes; or to add additional obligors under the Indenture and the Notes.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the A-4 consent of the Holders of at least a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (includingclass, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.4, 6.6 and 6.7 of the Indenture, any existing Default default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on and interest on the Notes, except a payment default resulting from an acceleration that has been rescinded). Subject to Sections 6.4, 6.6 and 6.7 of the Indenture, compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in Principal Amount principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of Definitive certificated Notes or to alter the provisions of Article II 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder; to provide for the assumption of the Company’s 's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article V 5 or Article 10 of the Indenture; to confirm the text of the Indenture, any supplemental indenture, if applicable, or the Notes to any provision set forth under the heading “Description of the Notes” in a prospectus supplement applicable to the Notes; to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Note pursuant to Article VIII, provided that any such action shall not adversely affect the interests of any Holder in any material respect; to make any change that would provide any additional rights or benefits to the Holders of the Notes; to make any change Notes or that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture hereunder of any Holder of Notesthe Note; or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date thereof; to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; to make, complete or confirm any grant of Collateral permitted or required by this Indenture or Security Documents or any release of Collateral that becomes effective as set forth in the Indenture or Security Documents; to conform the text of the Indenture, the Subsidiary Guarantees, the Security Documents or the Notes to any provision of the Description of Notes contained in the Offering Circular to the extent that such provision in that Description of Notes was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees, the Security Documents or the Notes; reflect any waiver or termination of any right arising under Article 12 of the Indenture that otherwise would be enforceable by any holder of a Parity Lien Obligation or Parity Lien, if such waiver or termination is set forth or provided herein or agreement governing or giving rise to such Parity Lien Obligation or Parity Lien; PROVIDED, that no such waiver or amendment shall adversely affect the rights of Holders of Notes; or except as otherwise provided under Section 13.09 of the Indenture make any change in the amendment and waiver provisions.