Common use of AMENDMENT, SUPPLEMENT AND WAIVER Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Inden- ture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender ten- der offer or exchange offer for, or purchase of, the Notes). Subject to certain exceptions, and any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waivedwaived (other than a Default or Event of Default in the payment of the principal of, including by way of amendmentpremium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor AgreementNotes, any Note Guarantee, any Security Document, the Noteholder Collateral Platform Guarantees or the Notes (i) Security Documents may be amended or supplemented as described in the Indenture, including to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) ; to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes; to evidence the uncertificated Notes are issued in registered form for purposes of Section 163(f) assump- tion by a Successor Person of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) covenants and obligations of the Code), (iv) to add Guarantees with respect to Issuer or any Guarantor under the In- denture and the Notes then outstanding or to add additional the Noteholder Collateral to secure the Notes and the Note Platform Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) ; to make any change that would provide any additional rights or benefits to the Holders or that does not adversely materially ad- versely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) ; to conform the text of the Supplemental Indenture, add guarantees or security with respect to the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of by a successor Trustee or Collateral Agent thereunder pursuant Trustee; to com- ply with the requirements thereof, (xi) rules of any applicable Depositary; to release a Note Guarantor pursuant to conform the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions text of the Indenture or the Notes Notes, the Noteholder Collateral Platform Guarantees or the Security Documents to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph provision of the definition “Descrip- tion of Notes” section of the Offering Memorandum, to the extent such provision of the Indenture, the Notes, the Noteholder Collateral Platform Guarantees or the Security Documents was intended to con- form to the text of such “GAAPDescription of Notes” section; or provide for the issuance of Additional Notes in accordance with the Indenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Subsidiary Guarantees or the Notes (other than a Default or Event of Default in the payment of the principal of or premium, if any, or interest on the Notes) or compliance with any provision of the Indenture, the Subsidiary Guarantee or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Subsidiary Guarantee or the Notes may be amended or supplemented to (ia) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) evidence the succession of another Person to provide for the Company and the assumption by a any such successor Person of the obligations covenants of the Issuers or any Note Guarantor Company under the Supplemental Indenture or and in the Security DocumentsNotes, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect all to the Notes or to add additional Collateral to secure extent otherwise permitted under the Notes and the Note Guarantees, Indenture; (vb) to add to the covenants of the Issuers or any Note Guarantor Company for the benefit of the Holders of all or any of the Notes or to surrender any right or power herein conferred upon the Issuers or any Note Guarantor, Company; (vic) to make any change that would provide add any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture Events of any such Holder, Default; (viid) to conform the text add to or change any of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to such extent as may be necessary to permit or facilitate the issuance of Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Notes in uncertificated form; (e) to add to, change, or eliminate any of the provisions of the Indenture in respect of the Notes, provided that any such addition, change, or elimination (i) will not apply to any of the Notes created prior to the transfer execution of such supplemental indenture and legending entitled to the benefit of Notessuch provision, or (ii) will become effective only when there are no Notes Outstanding (as defined in the Original Indenture); provided, however, that (af) compliance with to establish the Indenture terms or form of Securities of any series as so amended would not result in notes being transferred in violation permitted by Sections 2.01 and 2.02 of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer NotesOriginal Indenture; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (xg) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of by a successor Trustee with respect to the Notes and to add to or Collateral Agent thereunder change any of the provisions of the Indenture as may be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, pursuant to the requirements thereof, of Section 9.10 of the Original Indenture; or (xih) to release a Note Guarantor pursuant cure any ambiguity, to correct or supplement any provision of the terms of Article 10 Indenture which may be defective or inconsistent with any other provision of the Indenture, or (xii) to make any amendment other provisions with respect to matters or questions arising under the provisions Indenture, provided that such action pursuant to this clause (h) will not adversely affect the interests of the Indenture or Holders of the Notes to eliminate the effect of in any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPmaterial respect.”

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

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

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

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

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents or Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (Notes, including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer forfor Notes, Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolders, Triumph, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee, as applicable, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture or other documents or instruments to amend or supplement the Supplemental Security Documents for any of the following purposes: (1) to evidence the succession of another Person to Triumph and the assumption by any such Successor Entity of the covenants of Triumph in the Indenture, the Intercreditor AgreementNote Guarantees, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or and the Security Documents; (2) to add to the covenants of Triumph for the benefit of the Holders, or to surrender any right or power herein conferred upon Triumph; (iii3) to add additional Events of Default; (4) to provide for uncertificated Notes in addition to or in place of the certificated Notes Notes; (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x5) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of by a successor Trustee or under the Security Documents of a successor Collateral Agent thereunder Trustee thereunder, pursuant to the requirements thereof, ; (xi6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture; (7) to add a Guarantor or to release a Note Guarantor in accordance with the Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency; (9) to make any other provisions with respect to matters or questions arising under the Indenture; provided that such actions pursuant to this clause (9) shall not adversely affect the terms interests of Article 10 the Holders in any material respect, as determined in good faith by the Board of Directors or senior management of Triumph; (10) to conform the text of the Indenture, the Notes or the Security Documents to any provision of the “Description of notes” in the Offering Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; (xii11) to make any amendment to effect or maintain the provisions qualification of the Indenture or under the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”TIA;

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

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

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

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

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Supplemental Indenture, Indenture and the Intercreditor Agreement, any Note Guarantee, the Security Documents or the 8 1/2% Senior Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including8 1/2% Senior Notes, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the 8 1/2% Senior Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including8 1/2% Senior Notes. Notwithstanding Section 9.2 of the Indenture, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteHolders, the IssuersCompany, the Trustee Guarantors, if any, and the Collateral Agent Trustee, at any time and from time to time, may amend or supplement the Supplemental Indenture, Indenture for any of the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes following purposes: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii2) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that 3) to provide for the uncertificated Notes are issued in registered form for purposes assumption by a Successor Company or a successor company of Section 163(f) a Guarantor, as applicable, of the CodeCompany’s or such Guarantor’s obligations under this Indenture, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, any Guarantee; (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder; (5) to secure the Notes; (6) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA, as amended; (vii7) to add a Guarantee of the Notes; (8) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of this Indenture; or (9) to conform the text of the Supplemental this Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement Notes or any Security Document Guarantees to any provision under of the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to Offering Memorandum. With the provisions consent of the Supplemental Indenture relating to Holders of not less than a majority in aggregate principal amount of the transfer outstanding Notes, the Company, the Guarantors, if any, and legending of Notes; provided, however, that (a) compliance with the Trustee may amend or supplement the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture purpose of a successor Trustee adding any provisions to or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms changing in any manner or eliminating any of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes or of modifying in any manner the rights of the Holders under the Indenture or the Notes, including the definitions herein; provided, however, that no such amendment or supplement shall, without the consent of the Holder of each outstanding Note affected thereby: (1) reduce the principal amount of Notes issued thereunder whose Holders must consent to eliminate an amendment, supplement or waiver; (2) reduce the effect principal of or change the fixed maturity of any Accounting Change Note or alter the provisions with respect to the redemption of such Notes issued thereunder (other than provisions relating to Sections 3.9, 4.10 and 4.14 except as set forth in item (10) below); (3) reduce the rate of or change the time for payment of interest on any Note issued thereunder; (4) waive a Default or Event of Default in the application thereof as described payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes issued thereunder (except a rescission of acceleration of such Notes issued thereunder by the holders of at least a majority in aggregate principal amount of such Notes issued thereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than that stated in the last paragraph Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on such Notes issued thereunder or impair the right of any holder of Notes to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (7) waive a redemption payment with respect to any Note issued thereunder (other than a payment required by Sections 3.9, 4.10 and 4.14 except as set forth in item (10) below); (8) make any change in the ranking, priority or subordination provisions of any Note that would adversely affect the Holders of such Notes; (9) modify the Guarantees in any manner adverse to the Holders of the definition Notes; (10) amend, change or modify in any material respect the obligation of “GAAPthe Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or (11) make any change in the preceding amendment and waiver provisions. The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past Default under the Indenture and its consequences, except a Default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Company), or (2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected. It shall not be necessary for the consent of the Holders of Notes under Section 9.2 of the Indenture to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under Section 9.2 of the Indenture becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.”

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

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents or Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including consents obtained in connection with a purchase of, of or tender offer or exchange offer forfor Notes, Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Without the consent of any Holder of a NoteHolders, TPC, the Issuers, the Trustee Guarantors and the Collateral Agent Trustee, at any time and from time to time, may amend enter into one or supplement more indentures supplemental to the Supplemental Indenture, Indenture for any of the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes following purposes: (i) to cure any ambiguity, omissiondefect, mistake, defect mistake or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers Issuer or any Note Guarantor under the Supplemental Indenture or in accordance with the Security Documents, provisions of Section 5.01 of the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), ; (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, a Guarantor; (v) to release a Guarantor from its Guarantee when permitted by the Indenture; (vi) to add to the covenants of the Issuers or any Note Guarantor Issuer for the benefit of the Holders of the Notes noteholders or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, Issuer; (vii) to conform the text comply with any requirement of the Supplemental Indenture, SEC in connection with the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision qualification of this Indenture under the heading “Description of Notes” in the Prospectus, Trust Indenture Act; (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, other change that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notesany Holder; or (ix) to release Collateral from conform the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor AgreementNotes to the Description of Notes in the Offering Memorandum. With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, TPC, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to the Indenture (xtogether with the other consents required thereby) to evidence and provide for the acceptance and appointment under the Supplemental Indenture purpose of a successor Trustee adding any provisions to or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms changing in any manner or eliminating any of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate or of modifying in any manner the effect rights of the Holders under the Indenture, including the definitions therein; provided, however, that no such supplemental indenture, modification or amendment shall, without the consent of the Holder of each outstanding Note affected thereby: (i) reduce the principal amount of or change the fixed maturity of any Accounting Change Note; (ii) alter the provisions with respect to the redemption or purchase provisions of any Note or the Indenture in a manner adverse to the holders of the Notes (other than the provisions of the Indenture relating to any offer to purchase required under Section 4.11); (iii) waive a redemption or purchase payment due with respect to any Note; (iv) reduce the rate of or change the time for payment of interest on any Note; (v) waive a Default in the application thereof as described payment of principal or interest on the Notes (except that holders of at least a majority in aggregate principal amount of then outstanding Notes may (x) rescind an acceleration of the Notes that resulted from a non-payment default and (y) waive the payment default that resulted from such acceleration); (vi) make the principal of or interest on any Note payable in money other than United States Dollars; (vii) make any change in the last paragraph provisions of the definition Indenture relating to waivers of “GAAPpast Defaults or the rights of holders of Notes to receive payments of principal of or interest on the Notes; (viii) make the Notes or any Guarantee subordinated by their or its terms in right of payment to any other Indebtedness; (ix) release any Guarantor that is a Significant Subsidiary from its Guarantee except in compliance with the Indenture; or (x) make any change in the amendment and waiver provisions of the Indenture.”

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

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount Initial Principal Amount of the then outstanding Notes (includingNotes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Note Guarantees or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount Initial Principal Amount of the then outstanding Notes (includingNotes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteHolder, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes, (provided that iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers Issuer’s or any Note Guarantor for the benefit of the Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or to surrender any right or power conferred upon the Issuers or any Note Guarantorconsolidation, (viiv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (viiv) to conform comply with the text requirements of the Supplemental Indenture, SEC in order to effect or maintain the Notes, any Note Guarantee, qualification of the Intercreditor Agreement or any Security Document to any provision Indenture under the heading “Description of Notes” in the ProspectusTIA, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (xvi) to evidence and provide for the acceptance and appointment under the Supplemental this Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereofof Section 7.08, (xivii) to release provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date, (viii) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantor pursuant Guarantee with respect to the terms of Article 10 of Notes or to secure the IndentureNotes, or (xiiix) to make any amendment to issue additional notes in accordance with the provisions terms of the Indenture or the Notes (x) to eliminate the effect provide for exchange rights of Holders upon any Accounting Change recapitalization, reclassification or in the application thereof as described in the last paragraph change of Common Stock, a consolidation, merger or combination involving a sale, lease or other transfer to another corporation of the definition consolidated assets of “GAAPHoldings and its Subsidiaries substantially as an entirety, or any statutory share exchange.”

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents or Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (Notes, including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including consents obtained in connection with a tender offer or exchange offer for the Notes. Without the consent of any Holders, Triumph, the Guarantors, the Trustee and the Second Lien Collateral Agent, as applicable, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture or other documents or instruments to amend or supplement the Security Documents for any of the following purposes: (1) to evidence the succession of another Person to Triumph and the assumption by any such Successor Entity of the covenants of Triumph in the Indenture, the Note Guarantees, and the Notes and the Security Documents; (2) to add to the covenants of Triumph for the benefit of the Holders, or to surrender any right or power herein conferred upon Triumph; (3) to add additional Events of Default; (4) to provide for uncertificated Notes in addition to or in place of the certificated Notes; (5) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee or under the Security Documents of a successor Second Lien Collateral Agent thereunder, pursuant to the requirements thereof; (6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture; (7) to add a Guarantor or to release a Guarantor in accordance with the Indenture; (8) to cure any ambiguity, defect, omission, mistake or inconsistency; (9) to make any other provisions with respect to matters or questions arising under the Indenture; provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of Triumph; (10) to conform the text of the Indenture, the Notes or the Security Documents to any provision of the “Description of notes” in the Offering Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; (11) to effect or maintain the qualification of the Indenture under the TIA; (12) to add additional assets as Collateral or grant any Lien in favor of the Second Lien Collateral Agent to secure the Notes and/or the related Guarantees; (13) to confirm and evidence the release, termination, discharge or retaking of any guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under the Indenture or the Security Documents; or (14) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional First Lien Obligations or Second Lien Obligations permitted by the Indenture and the Security Documents and to provide for an intercreditor agreement with creditors for whom a junior lien on the Collateral is to be granted. In addition, the Holders will be deemed to have consented for purposes of the Security Documents to any of the following amendments, waivers and other modifications to the Security Documents: (1) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Permitted Additional Pari Passu Secured Obligations that are incurred in compliance with the Credit Agreement, the Indenture and the Security Documents and (B) to establish that the Liens on any Collateral securing such Permitted Additional Pari Passu Secured Obligations shall rank equally under the Intercreditor Agreement with the Liens on such Collateral securing the obligations under the Indenture, the Notes and the Note Guarantees and junior and subordinated to the Liens on such Collateral securing any First Lien Obligations, all on the terms provided for in the Intercreditor Agreement as in effect immediately prior to such amendment; (2) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding First Lien Obligations that are incurred in compliance with the Credit Agreement, the Indenture and the Security Documents and (B) to establish that the Liens on any Collateral securing such First Lien Obligations shall rank equally under the Intercreditor Agreement with the Liens on such Collateral securing the obligations under the Credit Agreement and senior to the Liens on such Collateral securing any obligations under the Indenture, the Notes and the Note Guarantees, all on the terms provided for in the Intercreditor Agreement as in effect immediately prior to such amendment; (3) to establish that the Liens on any Collateral securing any Debt replacing the Credit Agreement permitted to be Incurred under SECTION 4.9 of the Indenture that represent First Lien Obligations shall be senior to the Liens on such Collateral securing any obligations under the Indenture, the Notes and the Note Guarantees, which obligations shall continue to be secured on a second-priority basis on the Collateral; (4) to effectuate the release of any Guarantor and/or Collateral in accordance with the terms of the Indenture and the Security Documents, as applicable; and (5) upon any cancellation or termination of the Credit Agreement and all other First Lien Obligations without a replacement thereof, to establish that the Collateral securing the Notes and the Note Guarantees shall become first priority Collateral, except as set forth under SECTION 11.3 of the Indenture. With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject , but excluding any consents obtained in respect of Notes beneficially owned by the Company or its Affiliates), the Issuer, the Guarantors, the Trustee and the Second Lien Collateral Agent, as applicable, may enter into an indenture or indentures supplemental to certain exceptionsthe Indenture or other documents or instruments to amend or supplement the Security Documents for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture, the Security Documents or the Notes or of modifying in any manner the rights of the Holders of the Notes under the Indenture or the Security Documents, including the definitions herein; provided, however, that no such supplemental indenture or other documents or instruments shall, without the consent of the Holder of each outstanding Note affected thereby: (1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any existing Default Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor, (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture, (3) modify the obligations of Triumph to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification is made after the time that the Company is required to make an Offer to Purchase in connection with a Change of Control or such Asset Sale, (4) modify or change any provision of the Supplemental Indenture or affecting the ranking of the Notes may or any Note Guarantee in a manner adverse to the Holders of the Notes, (5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be waived, including by way of amendment, with modified or waived without the consent of the Holder of each outstanding Note affected thereby, or (6) release any Note Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the Indenture). The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default: (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by Triumph), or (2) in respect of a covenant or provision hereof which under the Indenture or the Security Documents cannot be modified or amended without the consent of the Holder of each outstanding Note affected, each of which, for the avoidance of doubt, shall require the consent of all the Holders of the Notes outstanding. In addition, except pursuant to the clauses set forth above, without the consent of the Holders of at least 66 and 1/2% of the principal amount of the outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, but excluding any consents obtained in respect of Notes beneficially owned by the Company or its Affiliates). Without , no amendment, supplement or waiver may modify any Security Document or the consent of any Holder of a Note, the Issuers, the Trustee and provisions in this Indenture dealing with the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to Documents that would have the impact of releasing all or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) substantially all of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under Liens of the Security Document when Documents (except as permitted or required by the terms of this Indenture and the Security Documents, ) or change or alter the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 priority of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or security interests in the application thereof as described in the last paragraph of the definition of “GAAPCollateral.”

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

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

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

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

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental EchoStar Exchange Notes Indenture, the Intercreditor Agreement, any Note Guarantee, EchoStar Exchange Notes or the Notes Guarantees or the Security Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding EchoStar Exchange Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the EchoStar Exchange Notes), and any existing Default or Event of Default or compliance with any provision of the EchoStar Exchange Notes Indenture, the EchoStar Exchange Notes or the Notes Guarantees or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding EchoStar Exchange Notes including 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 EchoStar Exchange Notes). Without the consent of any Holder of a an EchoStar Exchange Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental EchoStar Exchange Notes Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, EchoStar Exchange Notes or the Notes Guarantees or the Security Documents may be amended or supplemented: (i1) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii2) to provide for uncertificated EchoStar Exchange Notes in addition to or in place of certificated Notes EchoStar Exchange Notes; (provided that 3) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s or a Guarantor’s obligations to the Holders in the case of a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) merger or consolidation or sale of all or substantially all of the Code)Company’s or a Guarantor’s assets, as applicable; (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Supplemental Indenture hereunder of any such Holder, ; (vii5) to comply with requirements of the SEC in order to effect or maintain the qualification of this EchoStar Exchange Notes Indenture under the TIA; (6) to conform the text of the Supplemental this EchoStar Exchange Notes Indenture, the EchoStar Exchange Notes, the Notes Guarantees or the Security Documents to any Note Guaranteeprovision of the “Description of the EchoStar Exchange Notes” section of the Company’s prospectus filed with the SEC pursuant to Rule 424(b)(3) under the Securities Act on October 10, 2024 to the extent that such provision in such “Description of the EchoStar Exchange Notes” was intended to be a verbatim or substantially verbatim recitation of a provision thereof; (7) to enter into additional or supplemental Security Documents or provide for additional Collateral; (8) to allow any Guarantor to execute a supplemental indenture; (9) to make, complete or confirm any Notes Guarantee or any grant of Collateral permitted or required by the EchoStar Exchange Notes Indenture, any Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that Security Documents; (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix10) to release Notes Guarantees or any Collateral from the Lien under the Security Document when permitted or required by the terms of this EchoStar Exchange Notes Indenture, any Intercreditor Agreement and the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, ; (x11) to evidence and provide for the acceptance and appointment under the Supplemental this EchoStar Exchange Notes Indenture of a successor Trustee or Collateral Agent thereunder trustees pursuant to the requirements thereof, ; or (xi12) to release a Note Guarantor pursuant to secure any Notes Obligations under the terms of Article 10 of the Indenture, or Security Documents; or (xii13) to make any amendment to provide for the provisions issuance of PIK Notes and Additional Notes in accordance with the Indenture or the Notes to eliminate the effect of any Accounting Change or limitations set forth in the application thereof as described in the last paragraph of the definition of “GAAPEchoStar Exchange Notes Indenture.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Supplemental Indenture, the Pari Passu Intercreditor Agreement, any Note Guaranteethe Notes, the Security Documents or the Notes Subsidiary Guarantees thereof may be amended or supplemented with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes). Subject to certain exceptions, ) and (ii) any existing Default or compliance with any provision of the Supplemental Indenture or the Notes default may be waived, including by way of amendment, waived with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingNotes. Subject to certain exceptions set forth in the Indenture, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a NoteHolder, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustees may amend or supplement the Supplemental Indenture, the Notes, the Subsidiary Guarantees thereof, the Pari Passu Intercreditor AgreementAgreement and the Security Documents: (i) to evidence of the succession of another Person to the Company or any Guarantor under the Indenture, any Note Guaranteethe Notes, a Subsidiary Guarantee or any Security Document, as applicable, in compliance with Article 5 of the Indenture; (ii) to add guarantees with respect to the Notes or release a Guarantor from its obligations under its Subsidiary Guarantee or the Indenture as permitted by the Indenture, or to add additional assets as Collateral or make, complete or confirm any grant of security interest in any property or assets as additional Collateral securing the obligations under the Indenture, the Notes, the Subsidiary Guarantees, the Pari Passu Intercreditor Agreement and the Security Documents, including when permitted or required by the Indenture, the Pari Passu Intercreditor Agreement or any of the Security Documents or any release, termination or discharge of Collateral when permitted or required by the Indenture, the Pari Passu Intercreditor Agreement or any of the Security Documents; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustees and/or Notes Collateral Agent for benefit of the Holders of the Notes; (iv) to surrender any right or power the Indenture may confer on the Company; (v) to add to the covenants made in the Indenture for the benefit of the Holders of all Notes (ias determined in good faith by the Company); (vi) to make any change that does not adversely affect the rights of any Holder in any material respect (as determined in good faith by the Company); (vii) to add any additional Events of Default; (viii) to secure the Notes or any Subsidiary Guarantee; (ix) to evidence and provide for the acceptance of appointment by additional or successor Trustees with respect to the Notes; (x) to cure any ambiguity, omission, mistake, defect defect, error or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”;

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Notes Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (includingvoting as a single class, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing Default or Event or Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with voting as a purchase of, or tender offer or exchange offer for, Notes)single class. Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent Notes Documents may amend be amended or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes supplemented: (i) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) Guarantor’s obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes and Note Guarantees by a successor to the Company or to surrender any right or power conferred upon the Issuers or any Note such Guarantor, ; (viiv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, Holder as determined by the Board of Directors evidenced by a resolution thereof and Officers’ Certificate delivered to the Trustee; (viiv) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to conform the text of the Supplemental Indenture, the Notes, any Note GuaranteeGuarantees, the Intercreditor Agreement Notes or any Security Document the Collateral Documents to any provision under of the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions section of the Supplemental Indenture Company’s Offering Memorandum dated December 12, 2011, relating to the transfer and legending initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision hereof or thereof; provided, however, that or (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ixvii) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) allow any Guarantor to evidence and provide for the acceptance and appointment under the Supplemental Indenture of execute a successor Trustee or Collateral Agent thereunder pursuant supplemental indenture and/or a Note Guarantee with respect to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

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

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

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents or Escrow Agreement and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (Notes, including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer forfor Notes, Notes). Subject to certain exceptions, and any existing Default or Event of Default or compliance with any provision of the Supplemental Indenture Indenture, the Escrow Agreement or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (includingNotes, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). . (a) Without the consent of any Holder of a NoteHolders, the IssuersIssuer, the Trustee any Guarantors (except that any existing Guarantors need not execute a supplemental indenture entered into pursuant to clause (vii) below) and the Collateral Agent Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture and any Note Guarantees, or amend or supplement the Supplemental Indenture, Escrow Agreement for any of the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes following purposes: (i) to cure evidence the succession of another Person to the Issuer or any ambiguityGuarantor and the assumption by any such successor of the covenants of the Issuer or Guarantor in the Indenture, omission, mistake, defect or inconsistency, the any Note Guarantees and the Notes; (ii) to provide add to the covenants of the Issuer or the Guarantors for the assumption by a successor Person benefit of the obligations of Holders, or to surrender any right or power herein conferred upon the Issuers or any Note Guarantor under the Supplemental Indenture Issuer or the Security Documents, Guarantors or to secure the Notes; (iii) to add additional Events of Default; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, Certificated Notes; (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and of appointment under the Supplemental Indenture of by a successor Trustee Trustee; (vi) to provide for or Collateral Agent thereunder confirm the issuance of Additional Notes in accordance with the terms of the Indenture; (vii) to add a Guarantor or to release a Guarantor in accordance with the Indenture, or to modify the Indenture in connection with the addition of any Guarantor and Note Guarantee; (viii) to cure any ambiguity, defect, omission, mistake or inconsistency; (ix) to make any other provisions with respect to matters or questions arising under the Indenture, provided that such actions pursuant to this clause (ix) shall not adversely affect the requirements thereofinterests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Issuer; (x) to conform the text of the Indenture, the Escrow Agreement or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; or (xi) to release effect or maintain the qualification of the Indenture under the TIA. (b) With the consent of the Holders of not less than a Note Guarantor pursuant majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to the terms Indenture or amend the Note Guarantees for the purpose of Article 10 adding any provisions to or changing in any manner or eliminating any of the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate or of modifying in any manner the effect rights of the Holders under the Indenture, including the definitions therein; provided, however, that no such supplemental indenture or amendment shall, without the consent of the Holder of each outstanding Note affected thereby: (i) change the Stated Maturity of any Accounting Change Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor, (ii) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the application thereof as described in Indenture, (iii) modify the last paragraph obligations of the definition Issuer to make Offers to Purchase upon a Change of “GAAPControl or from the Excess Proceeds of Asset Sales after the occurrence of such Change of Control or such Asset Sale, (iv) modify or change any provision of the Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes, (v) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or (vi) release any Note Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the Indenture). In addition, without the consent of the Holders of at least 66 2/3% in principal amount of the Notes then outstanding, no amendment, supplement or waiver may amend or waive any condition to the Escrow Release under the Escrow Agreement.” (c) The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past Default under the Indenture and its consequences, except a Default: (i) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or (ii) in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, the Security Documents or Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). Subject to certain exceptions, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). In addition, any amendment to Article 11 or Article 13 of the Indenture requires the consent of the holders of all Senior Debt (or the Representatives of such holders, as applicable) whose rights would be adversely affected by such amendment. Without the consent of any Holder of a NoteHolder, the Issuers, Issuer and the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Indenture or the Notes (i) Notes: to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) ; to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes; to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption and discharge of the Code, Issuer's and the Subsidiary Guarantors' obligations to Holders in the case of a merger or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) consolidation pursuant to Article 5 or Article 12 of the Code)Indenture, (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) as applicable; to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) ; to conform the text comply with requirements of the Supplemental Indenture, Commission in order to effect or maintain the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions qualification of the Indenture under the TIA; or to allow any Subsidiary Guarantor to Guaranty the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions(a) Except as provided below in Paragraph 13(b), Revel, the Supplemental Guarantors and the Trustee may amend or supplement the Indenture, this Notes, the Note Guarantees, and, subject to the terms of the Intercreditor Agreement, any Note Guarantee, the Security Collateral Documents or the Notes may be amended or supplemented with the consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, Additional Notes, if any, and consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions) voting as a single class, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes) or compliance with any provision of the Supplemental Indenture or Indenture, the Notes Notes, the Note Guarantees or, subject to the terms of the Intercreditor Agreement, the Collateral Documents may be waived, including by way of amendment, waived with the consent of the Holders holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). . (b) Without the consent of each Holder affected or, in the case of clauses (viii) and (ix) below only, without the consent of the holders of at least 66 2/3% in the aggregate principal amount of the Notes then outstanding, an amendment, supplement or waiver may not (with respect to any Holder Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than Sections 3.10, 4.10, 4.15 and 4.16 of the Indenture); (ii) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (iii) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders of a Notemajority in aggregate principal amount of the then outstanding Notes and a waiver of the Payment Default that resulted from such acceleration); (iv) make any Note payable in money other than that stated herein; (v) make any change in Section 6.04 of the Indenture or the rights of Holders to receive payments of principal of, or interest or premium, if any, on, the IssuersNotes; (vi) waive a redemption payment with respect to the Notes (other than a payment required by Sections 3.10, 4.10, 4.15 or 4.16 of the Indenture); (vii) release all or substantially all of the Collateral except in accordance with the provisions of the Collateral Documents; (viii) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture if the assets or properties of that Guarantor constitute all or substantially all of the Collateral, except in accordance with the terms of the Indenture; (ix) amend Section 10.03 of the Indenture; or (x) make any change in the preceding amendment and waiver provisions. (c) Notwithstanding Paragraph 13(a) above, without the consent of any Holder, Revel, the Trustee Restricted Subsidiaries, the Guarantors and the Collateral Agent Trustee may amend or supplement the Supplemental IndentureIndenture or the Note Guarantees or, subject to the terms of the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes Collateral Documents: (i) to cure any ambiguity, omissiondefect, mistake, defect mistake or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided Certificated Notes, including, in the event that the uncertificated PIK Notes are issued in registered form certificated form, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for purposes certificated PIK Notes; (iii) to provide for the assumption of Section 163(f) Revel’s or a Guarantor’s obligations to Holders and holders of Note Guarantees in the Codecase of a merger or consolidation or sale of all or substantially all of Revel’s or such Guarantor’s assets, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), as applicable; (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Supplemental the Indenture of any such Holder, ; (v) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to comply with the rules of any applicable securities depository; (vii) to comply with applicable Gaming Laws, to the extent that such amendment or supplement is not materially adverse to the Holders; (viii) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, Guarantees or the Intercreditor Agreement or any Security Document Notes to any provision under of the heading “Description of Notes” Notes to the extent that such provision in the Prospectus, (viii) Description of Notes was intended to make any amendment to the provisions be a verbatim recitation of a provision of the Supplemental Indenture relating to Indenture, 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 Note Guarantees or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer this Notes; (ix) to release Collateral from provide for the Lien under issuance of Additional Notes in accordance with the Security Document when permitted or required by limitations set forth in the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, Indenture; (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of allow any Guarantor to execute a successor Trustee or Collateral Agent thereunder pursuant supplemental indenture and/or a Note Guarantee with respect to the requirements thereof, (xi) Note; or to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, enter into additional or (xii) to make any amendment to the provisions of the Indenture supplemental Collateral Documents or the Notes to eliminate the effect of any Accounting Change Guarantees or in the application thereof as described in the last paragraph of the definition of “GAAPan intercreditor agreement with respect thereto.”

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

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

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, Notes and the Security Documents or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). Subject to certain exceptions, and any existing Default default or compliance with any provision of the Supplemental Indenture Indenture, the Notes or the Notes Guarantees may be waived, including by way of amendment, waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). Without obtaining any necessary consents under the Credit Facility, the Company may not amend or supplement the subordination provisions with respect to the Notes. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (i) reduce the principal amount of Notes; (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes or any Change of Control Offer; (iii) reduce the rate of or change the time for payment of interest or Liquidated Damages, if any, on any Notes; (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) waive a redemption or repurchase payment with respect to any Note; or (vii) make any change in the foregoing amendment and waiver provisions. Without the consent of any Holder of a NoteNotes, the IssuersCompany, the Trustee Guarantors and the Collateral Agent Trustee may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, Guarantees or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that Notes, to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company's or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) Guarantor's obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes in case of a merger, transfer of assets or to surrender any right or power conferred upon the Issuers or any Note Guarantorconsolidation, (vi) to make any change or provision (i) that would provide any additional rights or benefits to the Holders of the Notes, (ii) that is required to make a Guarantee a binding obligation under state law or (iii) that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, (vii) to conform comply with the text requirements of the Supplemental Indenture, Commission in order to effect or maintain the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions qualification of the Indenture under the TIA or to allow any Guarantor to guarantee the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAPNotes.”

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note GuaranteeNotes, the Security Documents Note Guarantees or the Notes Collateral Documents (subject to the terms of the Collateral Agency Agreement) may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default 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 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, Notes). Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the The consent of the Holders of a majority at least 85% in aggregate principal amount of the Notes then outstanding shall be required to release all or substantially all of the Liens on Collateral securing the Notes (including, otherwise than in accordance with the terms of the Collateral Documents. The Guarantors and the Trustee may amend or supplement the Indenture or the Notes or the Note Guarantees without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes Notes: (i) to cure any ambiguity, omission, mistake, defect or inconsistency, ; (ii) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes; (provided that iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code, Company’s or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) Guarantor’s obligations to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to surrender any right Article 5 or power conferred upon Article 10 of the Issuers or any Note Guarantor, Indenture; (viiv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Supplemental the Indenture of any such Holder, ; (viiv) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vi) to conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, Collateral Documents or the Intercreditor Agreement or any Security Document Notes to any provision under of the heading “Description of Notes” section of the Company’s Offering Memorandum dated September 11, 2009, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the ProspectusIndenture, the Note Guarantees, the Collateral Documents or the Notes as certified in and Officers’ Certificate delivered to the Trustee; (viii) to make any amendment to provide for the provisions issuance of Additional Notes in accordance with the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with limitations set forth in the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notesdate thereof; (ix) to release Collateral from allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement, Notes; (x) to evidence and provide for release any Guarantor from any of its obligations under its Note Guarantee or the acceptance and appointment under Indenture in accordance with the Supplemental Indenture terms of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, Indenture; (xi) to release a Note Guarantor pursuant enter into additional or supplemental Collateral Documents or any amendment to the terms of Article 10 of Collateral Agency Agreement that adds additional creditors permitted to become party thereto as contemplated under the Indenture, Collateral Agency Agreement; or (xii) to make release any amendment to Collateral from the provisions Lien of the Indenture or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition Collateral Documents in accordance with the terms of “GAAPthe Indenture.”

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

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

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

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