Common use of Amendment; Waiver Clause in Contracts

Amendment; Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a 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of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or and the Notes may be amended or supplemented supplemented, and compliance with any provision of the Indenture may be waived, with the written consent of the Holders of at least a majority in principal amount outstanding of the then outstanding Notes voting as a single class, and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount outstanding of the then outstanding Notes voting as a single classNotes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company, the Subsidiary Guarantors and the Trustee shall be entitled to amend or supplement the Indenture or the Notes may be amended to (1) cure any ambiguity, omission omission, defect or inconsistency; to provide for the assumption , (2) comply with Article V of the Company’s obligations under the Indenture; to , (3) provide for uncertificated Notes in addition to or in place of certificated Notes; to , (4) add Guarantees guarantees with respect to the Notes Notes, including Subsidiary Guaranties, or to secure the Notes, or to confirm or evidence the release, termination or discharge of any Guarantee Subsidiary Guarantor or any such Lien when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A5) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of of, the Indenture under the TIA; , (6) add additional covenants or conveysurrender rights and powers conferred on the Company or the Subsidiary Guarantors, transfer(7) to add any additional Events of Default with respect to the Notes, assign, mortgage (8) to change or pledge as security for eliminate any of the Notes any property or assets in accordance with Section 4.05 provisions of the Indenture; provided that any such change or elimination shall become effective only where there is no outstanding Note that is adversely affected in any material respect by that change in or elimination of that provision, (9) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the Notes pursuant to the Indenture; provided, however, that any such action shall not adversely affect the interest of the Holder of any Notes in any material respect, (10) to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee with respect to the Notes and to add or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one trustee, or (11) to make any change to conform the text of the Indenture or the Notes to any provision in the Prospectus Supplement in the section “Description of the Notes” that does not adversely affect the Holder of any Note.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture or and the Notes may be amended or supplemented (and waivers granted with respect to any provisions thereof) with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a 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 Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding and (b) any default or noncompliance with any provision thereof may be waived with the written consent of the Holders of a majority in principal amount of the Notes voting as a single classthen outstanding. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); to add Guarantees with respect to provide for the Notes or to confirm or evidence assumption by a successor corporation of the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants obligations of the Company for or a Guarantor to Holders under the benefit Indenture in the case of a merger or consolidation; to make any change that would provide any additional rights or benefits to the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the legal rights under the Indenture of any Holder such Holder; to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; to evidence and provide for the acceptance of appointment under the Indenture of a successor trustee; to add one or more Guarantors under the Indenture, or to secure the Notes or any material respect, subject of the Notes Guarantees; to conform the provisions text of the Indenture, the Notes or any Notes Guarantee to any provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the section of the Offering Memorandum entitled “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or such Notes Guarantee; as necessary to conform the Indenture to any exemptive orders under the Trust Indenture Act received by the Company or any Guarantor; or to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A1) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B2) such amendment does not materially and adversely affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as (including consents obtained in connection with a single class, tender offer or exchange for Notes) and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single classNotes. Without However, the Indenture requires the consent of each Noteholder that would be affected for certain specified amendments or modifications of the Indenture and the Notes. Subject to certain exceptions set forth in the Indenture, without notice to or the consent of any Holder of a NoteNoteholder, the Issuer, the Guarantors and the Trustee may amend the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; , or to evidence the succession of another Person to the Issuer or any Guarantor and the assumption by any such Person of the obligations of the Issuer or such Guarantor in accordance with Article V of the Indenture, or to add any additional Events of Default, or to add to the covenants of the Issuer or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Issuer or any Guarantor, or to add one or more guarantees for the benefit of the Holders of the Notes, or to evidence the release of any Guarantor from its Guarantee of the Notes in accordance with the Indenture, or to add collateral security with respect to the Notes or any Guarantee, or to appoint a successor or separate Trustee or other agent, or to provide for the assumption issuance of any Additional Notes, or to comply with the Company’s obligations under the Indenture; rules of any applicable securities depository, or to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees Notes in accordance with respect to the Notes Indenture, or to confirm or evidence conform the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions text of the Indenture; , this Note or any Guarantee to any provision of the “Description of Notes” section of the Offering Memorandum to the extent such provision in such “Description of Notes” was intended to set forth, verbatim or in substance, a provision of the Indenture, this Note or the Guarantees, or to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of the Notes; provided, however, that (A) compliance with or to make any change if the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment change does not materially adversely affect the rights interests of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNoteholder.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Outstanding Notes voting as a single class, and (ii) any existing Default default (other than with respect to nonpayment or in respect of a Default in provision that cannot be amended or supplemented without the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedeach Holder affected) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classOutstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended to to, among other things, cure any ambiguity, omission omission, defect or inconsistency; , or to provide for the assumption comply with Article IV of the Company’s obligations under the Base Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes; , or to add Note Guarantees with respect to the Notes or to confirm secure the Notes, or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; to add to the additional covenants of the Company or the Note Guarantors for the benefit of the Holders of Notes or surrender rights and powers conferred on the Company or the Note Guarantors, or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject or to provide for the provisions issuance of Additional Notes, or to conform the text of the Indenture; , Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, or to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (Ai) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law laws and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture or and the Notes Securities may be amended without notice to any Holder or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, Outstanding Securities and (b) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classOutstanding Securities. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteSecurityholder, the Issuer, the Company and the Trustee shall be entitled to amend or supplement the Indenture or the Notes may be amended Securities to cure any ambiguity, omission omission, defect or inconsistency; or to provide for the assumption correct a manifest error or to comply with Section 5.01 of the Company’s obligations under the Indenture; or to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; or to add Guarantees provide for any Guarantee with respect to the Notes Securities; or to secure the Securities or to confirm or and evidence the release, termination or discharge of any Guarantee or Lien securing the Securities when such release, termination or discharge is permitted under by the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes Indenture or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject Securityholder; or to conform the provisions of the Indenture; make any amendment to the provisions terms of the Indenture relating with the description thereof set forth in the “Description of the New Securities” section of the Prospectus; or to evidence and provide for the acceptance of appointment of a successor Trustee with respect to the form, authentication, transfer and legending Securities or to provide for or confirm the issuance of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result Additional Securities. Subject to certain conditions set forth in the Notes being transferred in violation Indenture, the Issuer may, without consent of the Securities Act Holders, be substituted by (i) the Company or (ii) any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement Wholly-Owned Subsidiary of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureCompany.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then Notes at the time outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, ii) certain defaults or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes certain provisions may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classat the time outstanding. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company and the Trustee may amend the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; , to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights right of any Holder in any material respectHolder, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets in accordance with Section 4.05 assets, to evidence the succession of another corporation to the Company (or successive successions) and the assumption by the successor corporation of the covenants, agreements and obligations of the Company, to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture, to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes, or to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary for the Indenture to comply with the TIA, or under any similar federal statute hereafter enacted.

Amendment; Waiver. Subject to certain exceptionsNotwithstanding any other provisions of this Disclosure Agreement, the Indenture Issuer, the Administrator and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested by the Issuer or the Notes Administrator), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or supplemented taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the Holders opinion of at least a majority in principal amount nationally recognized bond counsel, materially impair the interests of the then outstanding Notes voting as Owners or beneficial owners of the Bonds. In the event of any amendment or waiver of a single classprovision of this Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual Issuer Report, and any existing Default shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (other than a Default or in the payment case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the Annual Issuer Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the principal of, premium, if any, or interest new accounting principles and those prepared on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision basis of the Indenture or former accounting principles. No amendment which adversely affects the Notes Dissemination Agent may be waived with the made without its prior written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the (which consent of any Holder of a Note, the Indenture will not be unreasonably withheld or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenturedelayed).

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as (including consents obtained in connection with a single class, tender offer or exchange for Notes) and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classNotes. Without However, the Indenture requires the consent of each Noteholder that would be affected for certain specified amendments or modifications of the Indenture and the Notes. Subject to certain exceptions set forth in the Indenture, without notice to or the consent of any Holder of a NoteNoteholder, the Company and the Trustee may amend the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; , or to evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption by any such Person of the obligations of the Company or such Subsidiary Guarantor in accordance with Article V of the Indenture, or to add any additional Events of Default, or to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any Subsidiary Guarantor, or to add one or more guarantees for the benefit of the Holders of the Notes, or to evidence the release of any Subsidiary Guarantor from its Guarantee of the Notes in accordance with the Indenture, or to add collateral security with respect to the Notes or any Guarantee, or to add or appoint a successor or separate Trustee or other agent, or to provide for the assumption issuance of the Company’s obligations Exchange Notes in accordance with the Indenture, or to provide for the issuance of any Additional Notes, or to comply with any requirement in connection with qualifying the Indenture under the Indenture; Trust Indenture Act, or to comply with the rules of any applicable securities depository, or to provide for uncertificated Notes in addition to or in place of certificated Notes in accordance with the Indenture, or to conform the text of the Indenture, this Note or any Guarantee to any provision of the “Description of Notes; to add Guarantees with respect ” section of the Offering Memorandum to the Notes extent such provision in such “Description of Notes” was intended to set forth, verbatim or in substance, a provision of the Indenture, this Note or the Guarantees, or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that if the change does not adversely affect the rights of any Holder in any material respect, subject to respect the provisions interests of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNoteholder.

Amendment; Waiver. Subject to certain exceptionsArticle VIII, neither this Agreement nor any other Organizational Document of the Indenture or the Notes Company may be amended (whether by merger or supplemented with otherwise) except in a written instrument signed by the consent of FE Member and the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of NotesInvestor Member; provided, however, that (A) compliance with any modification, alteration, supplement or amendment to this Agreement that would have a disproportionately adverse impact on the Indenture as so amended would not result in the Notes being transferred in violation Members that are holders of the Securities Act or Special Purpose Membership Interests (in such holders’ capacity as such) as compared to holders of any other applicable securities law Membership Interests shall require the approval of the Members who are holders of the Special Purpose Membership Interests, voting in their capacity as such holders as a separate class. In the event that (i) the Company issues Membership Interests to one or more Third Parties pursuant to Section 5.1(d) or Section 7.1, (ii) if the FE Member is no longer directly or indirectly the beneficial owner of a majority of the Company, or (iii) if the Investor Member Transfers Membership Interests to another Person, the Members and the Company shall negotiate in good faith to amend this Agreement to the extent reasonably necessary to reflect such additional Members or changes appropriate to reflect the new respective Percentage Interests of the Members. For the avoidance of doubt, any transferee of the Investor Member shall be entitled to the same protective provisions set forth in this Agreement (Bincluding Article VIII) for so long as such transferee’s Percentage Interest is at least equal to the Percentage Interest at which such right is afforded to the Investor Member, and any such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets this Agreement made in accordance with this Section 4.05 13.10 shall reflect as much. Any amendment or revision to Schedule 1 that is made by an officer solely to reflect information regarding Members or the Transfer or issuance of Membership Interests made in accordance with the Indentureterms of this Agreement shall not be considered an amendment to this Agreement and shall not require any Board or Member approval. Any failure or delay on the part of any Party in exercising any power or right hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder or otherwise available at law or in equity.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented under certain circumstances with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Senior Notes and (ii) certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Outstanding Senior Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with without the consent of the Holders of a majority in principal amount any Senior Notes, the Issuer and the Trustee may amend the Indenture: (i) to evidence the succession of another Person to the Issuer and the assumption by any such successor of the then outstanding Notes voting as a single class. Without covenants of the consent of any Holder of a Note, Issuer under the Indenture or and the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Senior Notes; (ii) to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Issuer for the benefit of the Holders of the Senior Notes or to surrender any right or power conferred upon the CompanyIssuer; make (iii) to add any change that does not adversely affect additional events of default for the rights benefit of any Holder in any material respect, subject to the provisions Holders of the IndentureSenior Notes; make (iv) to add to or change any amendment to of the provisions of the Indenture relating as necessary to permit or facilitate the issuance of Senior Notes in bearer form, authenticationregistrable or not registrable as to principal, transfer and legending with or without interest coupons, or to permit or facilitate the issuance of Senior Notes in uncertificated form; (v) to secure the Senior Notes; provided(vi) to add or appoint a successor or separate Trustee; (vii) to cure any ambiguity, however, that defect or inconsistency; (Aviii) compliance with to supplement any of the provisions of the Indenture as so amended necessary to permit or facilitate the defeasance and discharge of Senior Notes; provided that the interests of the holders of the Senior Notes are not adversely affected in any material respect; (ix) to make any other change that would not result in adversely affect the Notes being transferred in violation Holders of the Securities Act or Senior Notes; (x) to make any other applicable securities law and (B) such amendment does not materially affect the rights of Holders change necessary to transfer Notes or comply with any requirement of the SEC Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; or convey(xi) to conform the Indenture to the section entitled “Description of the Notes” in the prospectus supplement dated May 12, transfer, assign, mortgage or pledge 2021 relating to the Senior Notes; and (xii) to reflect the issuance of additional Notes as security for the Notes any property or assets in accordance with permitted by Section 4.05 2.01 and Section 2.02 of the Indenture.

Amendment; Waiver. Subject to certain exceptions(a) The Securities (including this Amended and Restated Note), the Indenture or Securities Documents, and the Notes Intercreditor Agreement may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as Securities (including, without limitation, consents obtained in connection with a single classpurchase of, or tender offer or exchange offer for, Securities), and any existing past Default (other than a 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 non-compliance with any provision provisions of the Indenture or the Notes Securities, including this Amended and Restated Note, may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as Securities (including, without limitation, consents obtained in connection with a single class. purchase of, or tender offer or exchange offer for, Securities). (b) Without the consent of any Holder of a Securities, the Issuer may amend the terms of all Securities, including this Amended and Restated Note, the Indenture or the Notes may be amended (A) to cure any ambiguity, omission omission, defect or inconsistency; to provide for inconsistency in a manner that does not adversely affect the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge rights of any Guarantee when such release, termination or discharge is permitted under the Indentureholder of Securities; (B) to add to the covenants of the Company for the benefit of the Holders of Notes Securities or to surrender any right or power herein conferred upon the CompanyIssuer; and (C) to make any change that does not adversely affect the rights of any Holder in of Securities;. (c) It shall not be necessary for the consent of the Holders of Securities under this Section 13 to approve the particular form of any material respectproposed amendment, subject but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 13 becomes effective, the Issuer shall mail to the provisions Holders of all Securities a notice briefly describing such amendment. The failure to give such notice to all Holders of Securities, or any defect therein, shall not impair or affect the Indenture; make any validity of an amendment under this Section 13. (d) Notwithstanding anything herein to the provisions contrary, without the consent of each Holder of an outstanding Security, including the Indenture relating to the formholder of this Amended and Restated Note (for so long as it remains outstanding), authentication, transfer and legending of Notes; provided, however, that an amendment may not: (A) compliance reduce the amount of Securities whose Holders must consent to an amendment; (B) reduce the Interest Rate or the Maximum Interest Rate or extend the time for payment of interest on any Security; (C) reduce the principal of or change the stated maturity of any Security; (D) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with the Indenture as so amended terms of the Securities; (E) make any Security payable in money other than that stated in such Security; (F) expressly subordinate the Securities or any Guarantee under the Guaranty and Security Agreement to any other Indebtedness of the Issuer or any Guarantor to which the Security would not result otherwise be senior in rank, except to the Notes being transferred extent such subordination is permitted or required under the Securities or the Securities Documents; (G) impair the right of any Holder of Securities to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities (except, in violation each case in this clause (G), a rescission of acceleration of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect by the rights Holders of Holders to transfer Notes or comply with any requirement at least a majority in aggregate principal amount of the SEC in connection with the qualification Securities and a waiver of the Indenture under payment default that resulted from such acceleration); (H) make any change in the TIAamendment provisions which require consent from each Holder of Securities or in the waiver provisions; or (I) make amendments to a Note or convey, transfer, assign, mortgage Security that is not also made in each Note or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureSecurity then outstanding.

Amendment; Waiver. Subject to certain exceptions, the Indenture (a) Neither this Note or the Notes any Other Note nor any terms hereof or thereof may be amended changed, amended, discharged or supplemented with terminated unless such change,amendment, discharge or termination is in writing signed by the Company and the Majority Holders, provided that no such change, amendment, discharge or termination shall, without the consent of the Holders of at least a majority in principal amount Holder and the holders of the then outstanding Other Notes voting as a single classaffected thereby (i) extend the scheduled Installment Maturity Date or Final Maturity Date of this Note or any Other Note, and any existing Default or reduce the rate or extend the time of payment of interest (other than as a Default result of waiving the applicability of any post-default increase in interest rates) hereon or thereon or reduce the principal amount hereof or thereof or the Repurchase Price or the Optional Redemption Price hereof or thereof, (ii) increase or decrease the Conversion Price except as set forth in this Note, (iii) release the Collateral or reduce the amount of Collateral required to be deposited or maintained by the Company pursuant to the Security Agreement, except as expressly provided in the payment of the principal ofSecurity Agreement, premium(iv) amend, if any, modify or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with waive any provision of this Section 7.3 or (v) reduce any percentage specified in, or otherwise modify, the Indenture definition of Majority Holders. Notwithstanding anything to the contrary contained herein, no amendment or waiver shall increase or eliminate the Notes Restricted Ownership Percentage, whether permanently or temporarily, unless, in addition to complying with the other requirements of this Note, such amendment or waiver shall have been approved in accordance with the General Corporation Law of the State of Delaware and the Company's By-laws by holders of the outstanding shares of Common Stock entitled to vote at a meeting or by written consent in lieu of such meeting. (b) Any term or condition of this Note may be waived with by the consent Holder or the Company at any time if the waiving party is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Holders party waiving such term or condition. No waiver by any party of any term or condition of this Note, in any one or more instances, will be deemed to be or construed as a majority in principal amount waiver of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act same or any other applicable securities law and (B) such amendment does not materially affect the rights term or condition of Holders to transfer Notes or comply with this Note on any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenturefuture occasion.

Amendment; Waiver. Subject to certain exceptionsNotwithstanding any other provisions of this Disclosure Agreement, the Indenture Issuer and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so requested by the Issuer), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the Notes may be type of business conducted; (b) The undertaking, as amended or supplemented taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the Holders opinion of at least a majority in principal amount nationally recognized bond counsel, materially impair the interests of the then outstanding Notes voting as Owners or beneficial owners of the Bonds. In the event of any amendment or waiver of a single classprovision of this Disclosure Agreement, the Issuer shall describe such amendment in the next related Annual Issuer Report, and any existing Default shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (other than a Default or in the payment case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(a), and (ii) the Annual Issuer Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the principal of, premium, if any, or interest new accounting principles and those prepared on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision basis of the Indenture or former accounting principles. No amendment which adversely affects the Notes Dissemination Agent may be waived with the made without its prior written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the (which consent of any Holder of a Note, the Indenture will not be unreasonably withheld or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenturedelayed).

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented under certain circumstances with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Senior Notes and (ii) certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Outstanding Senior Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with without the consent of the Holders of a majority in principal amount any Senior Notes, the Obligor and the Trustee may amend the Indenture: (i) to evidence the succession of another Person to the Obligor and the assumption by any such successor of the then outstanding Notes voting as a single class. Without covenants of the consent of any Holder of a Note, Obligor under the Indenture or and the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Senior Notes; (ii) to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Obligor for the benefit of the Holders of the Senior Notes or to surrender any right or power conferred upon the CompanyObligor; make (iii) to add any change that does not adversely affect additional events of default for the rights benefit of any Holder in any material respect, subject to the provisions Holders of the IndentureSenior Notes; make (iv) to add to or change any amendment to of the provisions of the Indenture relating as necessary to permit or facilitate the issuance of Senior Notes in bearer form, authenticationregistrable or not registrable as to principal, transfer and legending with or without interest coupons, or to permit or facilitate the issuance of Senior Notes in uncertificated form; (v) to secure the Senior Notes; provided(vi) to add or appoint a successor or separate Trustee; (vii) to cure any ambiguity, however, that defect or inconsistency; (Aviii) compliance with to supplement any of the provisions of the Indenture as so amended necessary to permit or facilitate the defeasance and discharge of Senior Notes, provided that the interests of the holders of the Senior Notes are not adversely affected in any material respect; (ix) to make any other change that would not result in adversely affect the Notes being transferred in violation Holders of the Securities Act or Senior Notes; (x) to make any other applicable securities law and (B) such amendment does not materially affect the rights of Holders change necessary to transfer Notes or comply with any requirement of the SEC Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; or conveyand (xi) to conform the Indenture to the section entitled “Description of Notes” in the prospectus supplement dated [ ], transfer, assign, mortgage or pledge as security for 20[ ] relating to the Notes any property or assets in accordance with Section 4.05 of the IndentureSenior Notes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes voting as (including consents obtained in connection with a single classpurchase of, or tender offer or exchange offer for the Notes). Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture to (i) convey, transfer, assign, mortgage or pledge any property or assets to the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide Trustee as security for the Notes; (ii) evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the Company’s covenants, agreements and obligations of the Company or any Subsidiary Guarantor under the Indenture; (iii) add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes; (iv) cure any ambiguity or correct or supplement any provision contained in the Indenture that may be defective or inconsistent with any other provision contained in the Indenture, or make such other provisions in regard to matters or questions arising under the Indenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of the Notes; (v) evidence and provide for the acceptance of appointment under the Indenture by a successor trustee with respect to the Notes and add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than the one trustee pursuant to the requirements of the Indenture; (vi) provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (vii) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a Subsidiary Guarantor (or any Representative thereof) under such subordination provisions; (viii) add additional Guarantees with respect to the Notes or to confirm or evidence and release any Subsidiary Guarantor in accordance with the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions provision of the Indenture; make any amendment to (ix) provide for the provisions issuance of Additional Notes; (x) conform the text of the Indenture relating or the Notes to the form, authentication, transfer and legending any provision of Description of Notes; provided, however, that or (Axi) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC Commission in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture, the Indenture or Security Documents, the First Lien Intercreditor Agreement, the Junior Priority Intercreditor Agreements and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the then outstanding Notes voting as a single class, and any existing Default class (other than which consents may be obtained in connection with a Default in the payment of the principal of, premium, if any, tender offer or interest on exchange offer for the Notes, except a payment ) and (b) any default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount outstanding of the then outstanding Notes voting as a single classclass (which consents may be obtained in connection with a tender offer or exchange offer for the Notes). Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteNoteholder, the Indenture Issuer, the Guarantors and the Trustee shall be entitled to amend the Indenture, the Security Documents, the First Lien Intercreditor Agreement, the Junior Priority Intercreditor Agreements or the Notes may be amended to cure any ambiguity, omission defect omission, defect, mistake or inconsistency; , or to provide for the assumption comply with Article 5 of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Notes; , or to add Guarantees guarantees with respect to the Notes, including Guarantees, or to secure the Notes, or to add additional assets as Collateral, or to release Collateral when permitted or required under the Indenture or the Security Documents, or to add additional secured creditors holding Junior Priority Obligations or other First Priority Lien Obligations so long as such obligations are not prohibited by the Indenture, or to additional covenants or surrender rights and powers conferred on the Issuer or the Guarantors, or to conform the text of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement or the Junior Priority Intercreditor Agreements, to any provision of the section captioned “Description of Notes” in the Offering Circular to the extent such provision was intended by the Issuer to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement or the Junior Priority Intercreditor Agreements, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make the changes contemplated pursuant to Article 12 of the Indenture in connection with an ABL Transaction and changes in furtherance thereof, to make certain changes to the Indenture to provide for the issuance of Additional Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respectNoteholder, subject or to the provisions of the Indenture; make any amendment amendments to the provisions of the Indenture relating to the form, authentication, transfer and legending of the Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject (a) Except as set forth in Section 8.9(b), any amendment, modification, supplement or waiver to certain exceptionsor of any provision of this Agreement shall require the prior written approval of the SLP Stockholders and the Company; provided, that if the Indenture express terms of any such amendment, modification, supplement or waiver disproportionately and adversely affects a Stockholder (other than the Notes may be amended or supplemented with SLP Stockholders), it shall require the prior written consent of the Holders holders of at least a majority in principal amount of the then outstanding Notes voting DTI Securities held by such affected Stockholders and their Permitted Transferees in the aggregate. (b) Notwithstanding the foregoing, (i) any addition of a transferee of DTI Securities or a recipient of DTI Securities as a single classparty hereto pursuant to ARTICLE VI shall not constitute an amendment hereto and the applicable Joinder Agreement need be signed only by the Company and such transferee or recipient and (ii) the Company shall promptly amend the books and records of the Company appropriately and as and to the extent necessary to reflect the removal or addition of a Stockholder, and any existing Default (other than a Default changes in the payment amount and/or type of DTI Securities beneficially owned by each Stockholder and/or the principal ofaddition of a transferee of DTI Securities or a recipient of any DTI Securities, premiumin each case, if anypursuant to and in accordance with the terms of this Agreement. (c) Any amendment, modification, supplement or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) waiver to or compliance with of any provision of the Indenture or MSD Partners Stockholders Agreement by the Notes may be waived with the consent Company (except for Section 4.1(a) and Section 4.2 of the Holders MSD Partners Stockholders Agreement) shall require the prior written approval of the SLP Stockholders for so long as the SLP Stockholders own DTI Securities. Notwithstanding the foregoing, any addition of a majority in principal amount transferee of DTI Securities or a recipient of DTI Securities as a party to the MSD Partners Stockholders Agreement pursuant to ARTICLE VI thereto shall not constitute an amendment of the then outstanding Notes voting MSD Partners Stockholders Agreement and the applicable Joinder Agreement (as a single class. Without defined in the consent of any Holder of a Note, the Indenture or the Notes may MSD Partners Stockholders Agreement) need be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of signed only by the Company for the benefit and such transferee or recipient. (d) Any failure by any party at any time to enforce any of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions this Agreement shall not be construed as a waiver of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act such provision or any other applicable securities provisions hereof. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law and (B) or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such amendment does not materially affect right, power or remedy by such party preclude any other or further exercise thereof or the rights exercise of Holders to transfer Notes any other right, power or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indentureremedy.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture, the Indenture or Security Documents, the New Intercreditor Agreement, the Existing Intercreditor Agreement and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the then outstanding Notes voting as a single class, and any existing Default class (other than which consents may be obtained in connection with a Default in the payment of the principal of, premium, if any, tender offer or interest on exchange offer for the Notes, except a payment ) and (b) any default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount outstanding of the then outstanding Notes voting as a single classclass (which consents may be obtained in connection with a tender offer or exchange offer for the Notes). Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteNoteholder, the Indenture Issuers, the Guarantors and the Trustee shall be entitled to amend the Indenture, the Security Documents, the New Intercreditor Agreement, the Existing Intercreditor Agreement or the Notes may be amended to cure any ambiguity, omission defect omission, defect, mistake or inconsistency; , or to provide for the assumption comply with Article 5 of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Notes; , or to add Guarantees guarantees with respect to the Notes, including Guarantees, or to secure the Notes, or to add additional assets as Collateral, or to release Collateral when permitted or required under the Indenture or the Security Documents, or to add additional covenants or surrender rights and powers conferred on the Issuers or the Guarantors, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act, to make certain changes to the Indenture to provide for the issuance of Additional Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respectNoteholder, subject to conform the provisions text of the Indenture; make , the Notes, the Security Documents, the New Intercreditor Agreement or the Existing Intercreditor Agreement, to any amendment provision of the “Description of Notes” in the Offering Circular to the extent that such provision in the “Description of Notes” was intended by the Issuers to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents, the New Intercreditor Agreement or the Existing Intercreditor Agreement, or to make amendments to provisions of the Indenture relating to the form, authentication, transfer and legending of the Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Senior Notes Indenture, (i) the Senior Notes Indenture or and the Senior Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Senior Notes (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of a majority in principal amount of the outstanding Senior Notes. Without Subject to certain exceptions set forth in the Senior Notes Indenture, without the consent of any Holder of a NoteHolder, the Issuers and the Trustee may amend the Senior Notes Indenture or and the Notes may be amended Senior Notes: (i) to cure any ambiguity, omission omission, mistake, defect or inconsistency; (ii) to give effect to any provision of the Senior Notes Indenture (including the release of any Senior Note Guarantee in accordance with the terms of Section 10.06 of the Senior Notes Indenture); (iii) to comply with Article V of the Senior Notes Indenture; (iv) to provide for the assumption by a Successor Company of the Company’s obligations of any Issuer under the IndentureSenior Notes Indenture and the Senior Notes, to provide for the assumption by Midco of the obligations of RGHL under the Senior Notes Indenture and the Senior Notes or to provide for the assumption by a Successor Senior Note Guarantor of the obligations of a Senior Note Guarantor under the Senior Notes Indenture and its Senior Note Guarantee; (v) to provide for uncertificated Senior Notes in addition to or in place of certificated NotesSenior Notes (provided that the uncertificated Senior Notes are issued in registered form for purposes of Section 163(f) of the Code); (vi) to add Guarantees a Senior Note Guarantee with respect to the Senior Notes or to confirm or evidence add collateral for the release, termination or discharge benefit of any Guarantee when such release, termination or discharge is permitted under the IndentureSenior Notes; (vii) to add to the covenants of the Company BP I, BP II or any Senior Note Guarantor for the benefit of the Holders of Notes or to surrender any right or power conferred upon the CompanyBP I or BP II; (xi) to make any change that does not adversely affect the rights of any Holder in any material respect, subject Holder; (xii) to evidence and give effect to the provisions acceptance and appointment under the Senior Notes Indenture of a successor Trustee; (xiii) to provide for the accession of the IndentureTrustee to any instrument in connection with the Senior Notes; (xiv) to make any amendment certain changes to the provisions Senior Notes Indenture to provide for the issuance of the Indenture relating to the form, authentication, transfer and legending of Additional Senior Notes; provided, however, that or (Axv) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Senior Notes Indenture under the TIA; or conveyTrust Indenture Act, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indentureif such qualification is required.

Amendment; Waiver. Subject to certain exceptionsNotwithstanding any other provision of this Disclosure Agreement, the Indenture City may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: if the amendment or waiver relates to the Notes provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an Obligated Person with respect to the Bonds, or type of business conducted; the undertakings herein, as proposed to be amended or supplemented waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Trust Agreement for amendments to the Trust Agreement with the consent of holders, or (ii) does not, in the Holders opinion of at least a majority in principal amount nationally recognized bond counsel, materially impair the interests of the then outstanding Notes voting as a single class, and any existing Default (other than a Default holders or beneficial owners of the Bonds. If the annual financial information or operating data to be provided in the payment Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the principal ofchange in the type of operating data or financial information being provided. For purposes of this paragraph, premium“impact” has the meaning as that word is used in the letter from the staff of the Securities and Exchange Commission to the National Association of Bond Lawyers dated June 23, if any1995. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or interest information prepared on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision basis of the Indenture new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the MSRB in the same manner as for a Listed Event under Section 5(b). No amendment to this Agreement which modifies the duties or rights of the Notes may Dissemination Agent shall be waived with made without the prior written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureDissemination Agent.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture or and the Notes Securities may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the then outstanding Notes voting as a single class, Securities and (b) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount outstanding of the then outstanding Notes voting as a single classSecurities. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteSecurityholder, the Indenture Company, the Guarantors and the Trustee shall be entitled to amend the Indenture, the Security Guarantees or the Notes may be amended Securities to cure any ambiguity, omission defect or inconsistency; , or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders in the case of a merger or acquisition, or to release any Guarantor from any of its obligations under its Security Guarantee or the Indenture (to the extent permitted by the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes ), or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that would provide any additional rights or benefits (including the addition of collateral) to the holders of Securities or that does not adversely affect the rights of any Holder in any material respectrespect the legal rights under the indenture of any such holder, subject or to comply with SEC rules and regulations or changes to applicable law, or to conform the provisions text of the Indenture; make , the Security Guarantees or the Securities to any amendment to the provisions provision of the Indenture relating “Description of the Notes” section of the Final Offering Memorandum, or to provide for the form, authentication, transfer and legending issuance of Notes; provided, however, that (A) compliance Additional Securities in accordance with the limitations set forth in the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act Issue Date, or to allow any other Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities, or to comply with the rules of any applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenturedepository.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented under certain circumstances with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding 2013 Senior Notes and (ii) certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Outstanding 2013 Senior Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with without the consent of the Holders of a majority in principal amount any 2013 Senior Notes, the Obligor and the Trustee may amend the Indenture: (i) to evidence the succession of another Person to the Obligor and the assumption by any such successor of the then outstanding Notes voting as a single class. Without covenants of the consent of any Holder of a Note, Obligor under the Indenture or and the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated 2013 Senior Notes; (ii) to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Obligor for the benefit of the Holders of the 2013 Senior Notes or to surrender any right or power conferred upon the CompanyObligor; make (iii) to add any change that does not adversely affect additional events of default for the rights benefit of any Holder in any material respect, subject to the provisions Holders of the Indenture2013 Senior Notes; make (iv) to add to or change any amendment to of the provisions of the Indenture relating as necessary to permit or facilitate the issuance of 2013 Senior Notes in bearer form, authenticationregistrable or not registrable as to principal, transfer and legending with or without interest coupons, or to permit or facilitate the issuance of 2013 Senior Notes in uncertificated form; (v) to secure the 2013 Senior Notes; provided(vi) to add or appoint a successor or separate Trustee; (vii) to cure any ambiguity, however, that defect or inconsistency; (Aviii) compliance with to supplement any of the provisions of the Indenture as so amended necessary to permit or facilitate the defeasance and discharge of 2013 Senior Notes, provided that the interests of the holders of the 2013 Senior Notes are not adversely affected in any material respect; (ix) to make any other change that would not result in adversely affect the Notes being transferred in violation Holders of the Securities Act or 2013 Senior Notes in any other applicable securities law and material respect; (Bx) such amendment does not materially affect the rights of Holders to transfer Notes or make any change necessary to comply with any requirement of the SEC Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; or conveyand (xi) to conform the Indenture to the section entitled “Description of Notes” in the prospectus supplement dated July 13, transfer, assign, mortgage or pledge as security for 2010 relating to the Notes any property or assets in accordance with Section 4.05 of the Indenture2013 Senior Notes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as (including consents obtained in connection with a single class, tender offer or exchange offer for the Notes) and (ii) any existing Default (other than a 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 noncompliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as (including consents obtained in connection with a single classtender offer or exchange offer for the Notes). Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes may be amended to to: (i) cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to (ii) provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect (iii) provide for the assumption of the Company’s obligations to the Notes or to confirm or evidence Holders in the release, termination or discharge event of any Guarantee when such release, termination or discharge disposition involving the Company that is permitted under the Indenture; add to the covenants Article V of the Indenture in which the Company for is not the benefit of the Holders of Notes or to surrender any right or power conferred upon the CompanySurviving Person; (iv) make any change that would provide any additional rights or benefits to Holders or does not adversely affect the legal rights of any Holder in any material respect, subject to Holder; (v) comply with the provisions requirements of the Indenture; make any amendment Commission in order to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act effect or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with maintain the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security (vi) add additional Subsidiary Guarantors pursuant to Section 4.15 of the Indenture (which amendment does not require existing Subsidiary Guarantors to execute such amendment); (vii) provide for the issuance of Additional Notes any property or assets in accordance with as permitted by Section 4.05 2.15 of the Indenture; (viii) release a Guarantor from its Guarantee when permitted by the Indenture (which amendment does not require existing Subsidiary Guarantors to execute such amendment); or (ix) conform the Indenture or the Notes to provisions of the “Description of Notes” in the Offering Memorandum to the extent such provision was intended to be a substantially verbatim recitation thereof.

Amendment; Waiver. Subject to certain exceptions, the The Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes; provided, however, that the consent of each Noteholder affected is required to (i) reduce the amount of Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from whose Holders must consent to an acceleration that has been rescinded) or compliance with any provision amendment of the Indenture or the Notes, (ii) reduce the stated rate or extend the stated time for payment of interest on a Note, (iii) reduce the principal of or extend the Stated Maturity of a Note, (iv) reduce the premium payable upon redemption of a Note, (v) make any Note payable in money other than that stated herein, (vi) impair the right of a Holder to receive payment under the Note or institute suit for the enforcement of such payment, (vii) make any change to the amendment provisions which require each Holder’s consent or the waiver provisions, or (viii) release the Guarantor or modify the Guarantee. Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company and the Trustee may amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 4 of the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guarantees with respect to the Notes, or to secure the Notes, or to add additional covenants of the Company, the Guarantor or any Subsidiary, or surrender rights and powers conferred on the Company, the Guarantor or any Subsidiary, issue Subsequent Notes, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Trust Indenture Act, or to make any change that does not adversely affect the rights of any Noteholder. Subject to certain exceptions set forth in the Indenture, any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Noteholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as (including consents obtained in connection with a single class, tender offer or exchange for Notes) and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single classNotes. Without However, the Indenture requires the consent of each Noteholder that would be affected for certain specified amendments or modifications of the Indenture and the Notes. Subject to certain exceptions set forth in the Indenture, without notice to or the consent of any Holder of a NoteNoteholder, the Issuers, the Guarantors and the Trustee may amend the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; , or to evidence the succession of another Person to an Issuer or any Guarantor and the assumption by any such Person of the obligations of such Issuer or such Guarantor in accordance with Article V of the Indenture, or to add any additional Events of Default, or to add to the covenants of the Issuers or any Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Issuers or any Guarantor, or to add one or more guarantees for the benefit of the Holders of the Notes, or to evidence the release of any Guarantor from its Guarantee of the Notes in accordance with the Indenture, or to add collateral security with respect to the Notes or any Guarantee, or to appoint a successor or separate Trustee or other agent, or to provide for the assumption issuance of any Additional Notes, or to comply with the Company’s obligations under the Indenture; rules of any applicable securities depository, or to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees Notes in accordance with respect to the Notes Indenture, or to confirm or evidence conform the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions text of the Indenture; , this Note or any Guarantee to any provision of the “Description of Notes” section of the Offering Memorandum to the extent such provision in such “Description of Notes” was intended to set forth, verbatim or in substance, a provision of the Indenture, this Note or the Guarantees, or to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of the Notes; provided, however, that (A) compliance with or to make any change if the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment change does not materially adversely affect the rights interests of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNoteholder.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any past Default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. However, subject to certain exceptions set forth in the Indenture, without the consent of each Holder of an outstanding Notes voting as a single classNote affected thereby, no amendment may, among other things: (i) change the Stated Maturity for any principal or interest of any Note; (ii) reduce the principal amount, the interest rate, the redemption price for any Note or the principal amount that would be due and payable upon acceleration; (iii) change the obligation to pay Additional Amounts; (iv) change the currency for payment of principal of, or interest (including Additional Interest, if any) on, and any existing Default Additional Amounts due in respect of, any Note; (other than a Default in v) change the place of any payment of any Note; (vi) impair the right to institute suit for the enforcement of any payment on or with respect to any Note; (vii) change the terms of payment from, or control over, or release or reduction of any collateral or security interest to secure the payment of the principal ofprincipal, interest or premium, if any, under any Note; (viii) amend or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with modify any provision provisions of the Guarantee in a manner that would materially and adversely affect the Holders; or (ix) make any change in the sections of this Indenture or the Notes may be waived relating to supplemental indentures, waiver with the consent of Holders or waiver of past defaults, except to increase the percentage of Holders required to make a modification or waiver or to provide that certain other provisions of a majority in principal amount this cannot be modified or waived without the approval of each Holder. The Company and the then outstanding Notes voting as a single class. Without Trustee may, without the consent of any Holder of a Notethe Notes, amend the Indenture or the Notes may be amended to Notes: (i) cure any ambiguity, omission omission, defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to provided that such amendment or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that supplement does not adversely affect the rights of any Holder in any material respect, subject Holder; (ii) to evidence the succession of another Person to the provisions Company or the Guarantor and the assumption by any such successor of the Indenture; make covenants of the Company or the Guarantor herein and in the Notes; (iii) add additional guarantees or any amendment collateral with respect to the provisions Notes; (iv) add to the covenants of the Indenture relating to Company or the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with Guarantor for the Indenture as so amended would not result in the Notes being transferred in violation benefit of the Securities Act Holders; (v) to surrender any right herein conferred upon the Company or any other applicable securities law the Guarantor; (vi) to evidence and provide for the acceptance of an appointment by a successor Trustee; (Bvii) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement requirements of the SEC in connection with the any qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security Trust Indenture Act; (viii) to provide for the Notes issuance of Additional Notes; or (ix) to make any property other change that does not materially and adversely affect the rights of any Holder; provided that, in such case, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment, waiver or assets in accordance supplement complies with the provisions of Section 4.05 9.1 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Outstanding Notes voting as a single class, and (ii) any existing Default default (other than with respect to nonpayment or in respect of a Default in provision that cannot be amended or supplemented without the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedeach Holder affected) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classOutstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended to to, among other things, cure any ambiguity, omission omission, defect or inconsistency; , or to provide for the assumption comply with Article IV of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Notes; , or to add Guarantees guarantees with respect to the Notes or to confirm secure the Notes, or evidence to add additional covenants or surrender rights and powers conferred on the releaseCompany, termination or discharge to comply with any request of any Guarantee when such release, termination or discharge is permitted the SEC in connection with qualifying the Indenture under the Indenture; add TIA, to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder Holder, to add additional Events of Default, to provide for the acceptance of appointment by a successor Trustee and to modify provisions in the Indenture therefor, or to correct or supplement any material respect, subject to the provisions of the Indenture; make any amendment to the provisions provision of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance may be inconsistent with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification provision of the Indenture under so long as such action shall not adversely affect the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes interests of any property or assets in accordance with Section 4.05 of the IndentureHolder.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes Securities may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, Securities and any existing Default (other than a 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 rescindedii) or compliance with any provision of the Indenture or the Notes certain Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classSecurities. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteSecurityholder, the Company and the Trustee may amend the Indenture or the Notes may be amended Securities (i) to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or Securities, (ii) to surrender any right or power conferred upon the Company; make any change that does not adversely affect Company in the Indenture, (iii) to provide for conversion rights of Holders of Securities if any Holder in reclassification or change of the Company's Common Stock or any material respectconsolidation, subject merger or sale of all or substantially all of the Company's assets occurs, (iv) to provide for the assumption of the Company's obligations to the provisions Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article V of the Indenture; make any amendment , (v) to reduce the provisions of the Indenture relating to the form, authentication, transfer and legending of NotesConversion Price; provided, however, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders of Securities (Aafter taking into account tax and other consequences of such reduction), (vi) compliance to comply with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement requirements of the SEC in connection with order to effect or maintain the qualification of the Indenture under the TIA, (vii) to make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, (viii) to cure any ambiguity, to correct or conveysupplement any provision in the Indenture which may be inconsistent with any other provision therein or which is otherwise defective, transfer, assign, mortgage or pledge as security for to make any other provisions with respect to matters or questions arising under the Notes any property Indenture which the Company may deem necessary or assets in accordance desirable and which shall not be inconsistent with Section 4.05 the provisions of the Indenture; provided, however, that such action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, and (ix) to add or modify any other provisions in the Indenture with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of Securities.

Amendment; Waiver. Subject to certain exceptions(a) Except as set forth below, any amendment or modification of any provision of this Agreement shall require the Indenture prior written approval of the Company; provided, that (i) if any such amendment or modification adversely affects the Notes may be amended or supplemented with MD Stockholders, it shall require the prior written consent of the Holders holders of at least a majority in principal amount of the then outstanding Notes voting DTI Securities held by the MD Stockholders in the aggregate, (ii) if any such amendment or modification adversely affects the SLP Stockholders, it shall require the prior written consent of the holders of a majority of the DTI Securities held by the SLP Stockholders in the aggregate and (iii) if the express terms of any such amendment or modification disproportionately and adversely affect one or more New Class C Stockholders relative to the Sponsor Stockholders or any other New Class C Stockholder, it shall require the prior written consent of the holders of a majority of the DTI Securities held by such affected New Class C Stockholders in the aggregate. Notwithstanding the foregoing, (i) the foregoing proviso shall not apply with respect to in the case of New Class C Stockholders, amendments or modifications that do not apply to New Class C Stockholders, (ii) any addition of a transferee of DTI Securities or a recipient of DTI Securities as a single classparty hereto pursuant to Section 3.1(a) shall not constitute an amendment or modification hereto and the applicable Joinder Agreement need be signed only by the Company and such transferee or recipient, and (iii) the Company shall promptly amend the books and records of the Company appropriately as and to the extent necessary to reflect the removal or addition of a New Class C Stockholder, any existing Default (other than a Default changes in the payment amount and/or type of DTI Securities beneficially owned by each New Class C Stockholder and/or the addition of a transferee of DTI Securities or a recipient of any DTI Securities, in each case, pursuant to and in accordance with the terms of this Agreement. (b) Any failure by the Company or a Sponsor Stockholder at any time to enforce any of the principal of, premium, if any, provisions of this Agreement shall not be construed a waiver of such provision or interest on any other provisions hereof. The waiver by the Notes, except Company or a payment default resulting from an acceleration that has been rescinded) or compliance with Sponsor Stockholder of a breach of any provision of the Indenture this Agreement shall not operate or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting construed as a single class. Without the consent further or continuing waiver of such breach or as a waiver of any Holder of a Noteother or subsequent breach. Except as otherwise expressly provided herein, no failure on the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants part of the Company for or a Sponsor Stockholder to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by the benefit of Company or a Sponsor Stockholder preclude any other or further exercise thereof or the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights exercise of any Holder in any material respectother right, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act power or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indentureremedy.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture or and the Notes Securities may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the then outstanding Notes voting as a single class, Securities and (b) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount outstanding of the then outstanding Notes voting as a single classSecurities. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteSecurityholder, the Indenture Company, the Guarantors and the Trustee shall be entitled to amend the Indenture, the Security Guarantees or the Notes may be amended Securities to cure any ambiguity, omission defect or inconsistency; , or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders in the case of a merger or acquisition, or to release any Guarantor from any of its obligations under its Security Guarantee or the Indenture (to the extent permitted by the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes ), or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that would provide any additional rights or benefits (including the addition of collateral) to the holders of Securities or that does not adversely affect the rights of any Holder in any material respectrespect the legal rights under the indenture of any such holder, subject or to comply with SEC rules and regulations or changes to applicable law, or to conform the provisions text of the Indenture; make , the Security Guarantees or the Securities to any amendment to the provisions provision of the Indenture relating to the form, authentication, transfer and legending “Description of Notes; provided” section of the Final Offering Circular, however, that (A) compliance or to provide for the issuance of Additional Securities in accordance with the limitations set forth in the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act Issue Date, or to allow any other Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities, or to comply with the rules of any applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenturedepository.

Amendment; Waiver. Subject to certain exceptions, the Indenture or the Notes (a) The Securities (including this Note) may be amended or supplemented with the written consent of the Issuer and the Required Holders of at least (including, without limitation, consents obtained in connection with a majority in principal amount of the then outstanding Notes voting as a single classpurchase of, or tender offer or exchange offer for, Securities), and any existing past Default (other than a 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 non-compliance with any provision provisions of the Indenture or the Notes Securities may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Required Holders. (b) Without the consent of any Holder of a Securities, the Issuer may amend the terms of all Securities, including this Note, the Indenture or the Notes may be amended (A) to cure any ambiguity, omission omission, defect or inconsistency; to provide for inconsistency in a manner that does not adversely affect the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge rights of any Guarantee when such release, termination or discharge is permitted under the IndentureHolder of Securities; (B) to add to the covenants of the Company for the benefit of the Holders of Notes Securities or to surrender any right or power herein conferred upon the CompanyIssuer; (C) to make any change that does not adversely affect the rights of any Holder of Securities; and (D) in connection with any material respectMerger Event, to provide that the Securities are convertible into Reference Property, subject to the provisions of the Indenture; Section 4(b) and Section 4(c), and make any amendment such related changes to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation terms of the Securities Act to the extent expressly required by Section 5(n). (c) It shall be necessary for the consent of the Holders of Securities under this Section 13 to approve the particular form of any proposed amendment. After an amendment under this Section 13 becomes effective, the Issuer shall mail to the Holders of all Securities a notice briefly describing such amendment and providing the text of such amendment. The failure to give such notice to all Holders of Securities, or any other applicable securities law and (B) such amendment does defect therein, shall not materially impair or affect the validity of an amendment under this Section 13. (d) Notwithstanding anything herein to the contrary, without the consent of each Holder of an outstanding Security affected, including the holder of this Note (for so long as it remains outstanding), an amendment may not: (i) reduce the amount of Securities whose Holders must consent to an amendment; (ii) reduce the Interest Rate or extend the time for payment of interest on any Security; (iii) reduce the principal of or change the stated Maturity Date of any Security; (iv) make any change that adversely affects the conversion rights of any Securities; (v) reduce the Fundamental Change Repurchase Price of any Security or amend or modify in any manner adverse to the Holders the Issuer’s obligation to transfer Notes make such payments, whether through an amendment or comply with waiver of provisions in the covenants, definitions or otherwise; (vi) make any requirement Security payable in money other than that stated in such Security; (vii) change the ranking of the SEC Securities; (viii) impair the right of any Holder of Securities to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities (except, in connection with the qualification each case in this clause (viii), a rescission of acceleration of the Indenture under Securities by the TIA; or convey, transfer, assign, mortgage or pledge as security for Required Holders and a waiver of the Notes any property or assets payment default that resulted from such acceleration in accordance with Section 4.05 9); (ix) make any change in the amendment provisions which require consent from each Holder of Securities or in the Indenturewaiver provisions; or (x) make amendments to a Note or Security that is not also made in each Note or Security then outstanding.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as (including consents obtained in connection with a single class, tender offer or exchange for Notes) and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classNotes. Without However, the Indenture requires the consent of each Noteholder that would be affected for certain specified amendments or modifications of the Indenture and the Notes. Subject to certain exceptions set forth in the Indenture, without notice to or the consent of any Holder of a NoteNoteholder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; , or to evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption by any such Person of the obligations of the Company or such Subsidiary Guarantor in accordance with Article V of the Indenture, or to add any additional Events of Default, or to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any Subsidiary Guarantor, or to add one or more guarantees for the benefit of the Holders of the Notes, or to evidence the release of any Subsidiary Guarantor from its Guarantee of the Notes in accordance with the Indenture, or to add collateral security with respect to the Notes or any Guarantee, or to add or appoint a successor or separate Trustee or other agent, or to provide for the assumption issuance of any Additional Notes, or to comply with any requirement in connection with qualifying the Company’s obligations Indenture under the Indenture; Trust Indenture Act, or to comply with the rules of any applicable securities depository, or to provide for uncertificated Notes in addition to or in place of certificated Notes in accordance with the Indenture, or to conform the text of the Indenture, this Note or any Guarantee to any provision of the “Description of Notes; to add Guarantees with respect ” section of the Offering Memorandum to the Notes extent such provision in such “Description of Notes” was intended to set forth, verbatim or in substance, a provision of the Indenture, this Note or the Guarantees, or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that if the change does not adversely affect the rights interests of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNoteholder.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as (including consents obtained in connection with a single classtender offer or exchange for Notes). Without However, the Indenture requires the consent of each Noteholder that would be affected for certain specified amendments or modifications of the Indenture and the Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteNoteholder, the Company and the Trustee may amend the Indenture or the Notes may be amended Notes, among other things, to cure any ambiguity, omission omission, defect or inconsistency; , or to evidence the succession of another Person to the Company (or any guarantor) and the assumption by any such Person of the obligations of the Company (or any guarantor) in accordance with Article 5 of the Indenture, or to add any additional Events of Default, or to add to the covenants of the Company for the benefit of the Holders of the Notes or surrender rights and powers conferred on the Company, or to add one or more guarantees for the benefit of the Holders of the Notes or to release one or more guarantees in accordance with the Indenture, or to add collateral security with respect to the Notes, or to add or appoint a successor or separate trustee or other agent, or to provide for the assumption issuance of Additional Notes, or to comply with any requirements in connection with qualifying the Company’s obligations Indenture under the Indenture; Trust Indenture Act, or to provide for uncertificated Notes in addition to or in place of certificated Notes; , or to add Guarantees comply with respect the rules of any applicable securities depository or to conform the provisions of the Indenture to the “Description of Notes,” “Description of the Notes and Guarantees” or “Description of Debt Securities” sections of any offering memorandum or prospectus prepared in connection with the issuance of the Notes (with the basis for any such annulment to be set forth in an Officers’ Certificate), or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add make changes to the covenants of the Company for the benefit of the Holders Indenture applicable only to other series of Notes issuance thereunder, or to surrender change any right or power conferred upon other provision if the Company; make any change that does not adversely affect the rights interests of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNoteholder.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented under certain circumstances with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Senior Notes and (ii) certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Outstanding Senior Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with without the consent of the Holders of a majority in principal amount any Senior Notes, the Obligor and the Trustee may amend the Indenture: (i) to evidence the succession of another Person to the Obligor and the assumption by any such successor of the then outstanding Notes voting as a single class. Without covenants of the consent of any Holder of a Note, Obligor under the Indenture or and the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Senior Notes; (ii) to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Obligor for the benefit of the Holders of the Senior Notes or to surrender any right or power conferred upon the CompanyObligor; make (iii) to add any change that does not adversely affect additional events of default for the rights benefit of any Holder in any material respect, subject to the provisions Holders of the IndentureSenior Notes; make (iv) to add to or change any amendment to of the provisions of the Indenture relating as necessary to permit or facilitate the issuance of Senior 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 Senior Notes in uncertificated form; (v) to secure the Senior Notes or add guarantees with respect to the form, authentication, transfer and legending of Senior Notes; provided(vi) to add or appoint a successor or separate Trustee; (vii) to cure any ambiguity, however, defect or inconsistency; provided that the interests of the Holders of the Senior Notes are not adversely affected in any material respect; (Aviii) compliance with to supplement any of the provisions of the Indenture as so amended necessary to permit or facilitate the defeasance and discharge of Senior Notes; provided that the interests of the Holders of the Senior Notes are not adversely affected in any material respect; (ix) to make any other change that would not result in adversely affect the Notes being transferred in violation Holders of the Securities Act or Senior Notes; (x) to make any other applicable securities law and (B) such amendment does not materially affect the rights of Holders change necessary to transfer Notes or comply with any requirement of the SEC Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; or convey(xi) to conform the Indenture to the section entitled “Description of Notes” in the prospectus supplement dated May 24, transfer, assign, mortgage or pledge 2021 relating to the Senior Notes; and (xii) to reflect the issuance of additional Senior Notes as security for the Notes any property or assets in accordance with permitted by Section 4.05 2.01 and Section 2.02 of the Base Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Outstanding Notes voting as a single class, and (ii) any existing Default default (other than with respect to nonpayment or in respect of a Default in provision that cannot be amended or supplemented without the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedeach Holder affected) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classOutstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended to to, among other things, cure any ambiguity, omission omission, defect or inconsistency; , or to provide for the assumption comply with Article IV of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes; , or to add Note Guarantees with respect to the Notes or to confirm secure the Notes, or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; to add to the additional covenants of the Company or the Note Guarantors for the benefit of the Holders of Notes or surrender rights and powers conferred on the Company or the Note Guarantors, or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject or to provide for the provisions issuance of Additional Notes, or to conform the text of the Indenture; , Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, or to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (Ai) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law laws and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject to certain exceptions, the Indenture or the Notes This Agreement may be amended amended, supplemented or supplemented with otherwise modified only by a written instrument executed by (a) the Company, (b) BLUM, so long as BLUM and its Affiliates own in the aggregate more Common Stock than the aggregate amount of Common Stock owned by any other Person and its Affiliates, and (c) the holders of a majority of the Restricted Securities held by the Securityholders; PROVIDED, HOWEVER that no such amendment, supplement or modification shall adversely affect (i) the FS Parties relative to either BLUM fund without the prior written consent of the Holders holders of at least a majority in principal amount of the then outstanding Notes voting as a single classRestricted Securities held by the FS Parties at such time, and any existing Default (other than a Default in ii) the payment of Note Investor Parties relative to either BLUM Fund without 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 Indenture or the Notes may be waived with the prior written consent of the Holders holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without shares of the Restricted Securities held by the Note Investor Parties at such time, (iii) the Other Non-Management Parties relative to either BLUM Fund without the prior written consent of any Holder the holders of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption majority of the Company’s obligations under shares of Common Stock held by the IndentureOther Non-Management Parties at such time, and (iv) the Management Parties relative to either BLUM Fund without the prior written consent of the holders of a majority of the shares of Common Stock held by the Management Parties at such time; PROVIDED, FURTHER that no such amendment, supplement or modification shall amend or modify in a manner adverse to provide for uncertificated Notes in addition Note Investors the agreements herein to or in place of certificated Notes; to add Guarantees which the Class B Securityholders are subject with respect to the Notes or to confirm or evidence voting of shares of voting capital stock without the release, termination or discharge prior written consent of the holders of a majority of the Restricted Securities held by the Note Investor Parties at such time. No waiver by any party of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for provisions hereof will be effective unless explicitly set forth in writing and executed by the benefit of party so waiving. Except as provided in the Holders of Notes preceding sentence, no action taken pursuant to this Agreement, including without limitation, any investigation by or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights on behalf of any Holder in any material respectparty, subject will be deemed to constitute a waiver by the provisions party taking such action of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture any covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as so amended would not result in the Notes being transferred in violation a waiver of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenturesubsequent breach.

Amendment; Waiver. Subject (a) Except as set forth in Section 8.9(b), any amendment, modification, supplement or waiver to certain exceptions, or of any provision of this Agreement shall require the Indenture or the Notes may be amended or supplemented with the prior written consent of the Holders MD Stockholders and the Company; provided that any amendment, modification, supplement or waiver by the Company of at least Section 3.1(c), Section 4.1(a), Section 4.1(e), Section 4.3, Section 5.5(c) or Section 5.7 or this proviso shall require approval by each Group I Director; provided further, that if the express terms of any amendment, modification, supplement or waiver to this Agreement disproportionately and adversely affects a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default Stockholder (other than the MD Stockholders), it shall require the prior written consent of the holders of a Default majority of the DTI Securities held by such affected Stockholders and their Permitted Transferees in the payment aggregate. (b) Notwithstanding the foregoing, (i) any addition of a transferee of DTI Securities or a recipient of DTI Securities as a party hereto pursuant to ARTICLE VI shall not constitute an amendment hereto and the applicable Joinder Agreement need be signed only by the Company and such transferee or recipient and (ii) the Company shall promptly amend the books and records of the principal ofCompany appropriately and as and to the extent necessary to reflect the removal or addition of a Stockholder, premiumany changes in the amount and/or type of DTI Securities beneficially owned by each Stockholder and/or the addition of a transferee of DTI Securities or a recipient of any DTI Securities, if anyin each case, pursuant to and in accordance with the terms of this Agreement. (c) Any amendment, modification, supplement or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) waiver to or compliance with of any provision of the Indenture or MSD Partners Stockholders Agreement by the Notes may be waived with the consent Company (except for Section 4.1(a) and Section 4.2 of the Holders MSD Partners Stockholders Agreement) shall require the prior written approval of the MD Stockholders for so long as the MD Stockholders own DTI Securities. Notwithstanding the foregoing, any addition of a majority in principal amount transferee of DTI Securities or a recipient of DTI Securities as a party to the MSD Partners Stockholders Agreement pursuant to ARTICLE VI thereto shall not constitute an amendment of the then outstanding Notes voting MSD Partners Stockholders Agreement and the applicable Joinder Agreement (as a single class. Without defined in the consent of any Holder of a Note, the Indenture or the Notes may MSD Partners Stockholders Agreement) need be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of signed only by the Company for the benefit and such transferee or recipient. (d) Any failure by any party at any time to enforce any of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions this Agreement shall not be construed as a waiver of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act such provision or any other applicable securities provisions hereof. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law and (B) or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such amendment does not materially affect right, power or remedy by such party preclude any other or further exercise thereof or the rights exercise of Holders to transfer Notes any other right, power or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indentureremedy.

Amendment; Waiver. Subject to The Indenture permits, with certain exceptionsexceptions as therein provided, the Indenture or Company, the Notes may be amended or supplemented Parent Guarantor and the Trustee with the consent of the Holders of more than 50% in principal amount of the Notes at least the time outstanding, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Notes; provided, however, that, without the consent of the Holder of each Note affected thereby, no such supplemental indenture shall, among other things: (i) reduce the principal amount of outstanding Notes whose Holders must consent to an amendment; (ii) reduce the rate of, change or have the effect of changing the time for payment of interest, including defaulted interest, on the Notes; (iii) reduce the principal of, change or have the effect of changing the fixed maturity of the Notes, or change the date on which the Notes may be subject to redemption or repurchase or reduce the redemption price or repurchase price therefor; (iv) make the Notes payable in currency other than that stated in the Notes or change the place of payment of the Notes from that stated in the Notes or in this Indenture; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of (and premium, if any) and interest on the Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders holding a majority in principal amount of the then outstanding Notes voting as a single class, to waive Defaults or Events of Default; (vi) make any change to or modify in any manner adverse to the Holders the terms and any existing Default (other than a Default in the payment conditions 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 obligations of the Indenture Guarantors under Article X of the Indenture; (vii) make any change to or modify the ranking of the Notes may be waived with that would adversely affect the consent of Holders; or (viii) make any change in these amendment and waiver provisions. The Indenture also permits the Holders of a majority in principal amount of Company, the then outstanding Notes voting as a single class. Without Parent Guarantor and the Trustee to enter into one or more supplemental indentures, without the consent of any Holder Holders of a Notethe Notes, the Indenture or the Notes may be amended to, among other things: (i) to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to add comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (iv) to evidence and provide for the acceptance of appointment by a successor Trustee; (v) to conform the terms of this Indenture, the Notes and/or the Guarantees with respect to any provision or other description of the Notes or Guarantees, as the case may be, contained in the Offering Memorandum for the Notes; (vi) to confirm provide for the assumption by a successor corporation, partnership, trust or evidence limited liability company of the release, termination Company’s or discharge of any Guarantee when such release, termination or discharge is permitted the Guarantors’ obligations under the IndentureIndenture and the Notes, in each case in compliance with the provisions thereof; (vii) to make any change that would provide any additional rights or benefits to the Holders (including to secure the Notes, add guarantees with respect thereto, transfer any property to or with the Trustee, add to the Company’s covenants of the Company for the benefit of the Holders Holders, add any additional events of Notes default for the Notes, or to surrender any right or power conferred upon the Company; make any change Company or the Guarantors) or that does not adversely affect the legal rights hereunder of any Holder in any material respect; (viii) to provide for the issuance of the Exchange Notes, subject which shall have terms substantially identical in all material respects to the provisions Initial Notes (except that the transfer restrictions contained in the Initial Notes shall be modified or eliminated, as appropriate, and there will be no registration rights), and which will be treated, together with any outstanding Initial Notes, as a single issue of securities; (ix) to provide for the issuance of any Additional Notes; (x) to comply with the rules of any applicable securities depository; (xi) change or eliminate any restrictions on the payment of principal (or premium, if any) on Notes in registered form; provided that any such action shall not adversely affect the interests of the Holders in any material respect; or (xii) supplement any provision of this Indenture as shall be necessary to permit or facilitate the defeasance and discharge of the Notes in accordance with the Indenture; make provided that such action shall not adversely affect the interests of any amendment to the provisions of the Holders in any material respect. The Indenture relating also contains provisions permitting the Holders of not less than a majority in principal amount of the outstanding Notes with respect to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with which any default under the Indenture as so amended would not result shall have occurred and be continuing may, on behalf of the Holders of all Notes, waive such past default under the Indenture and its consequences, except a default (1) in the Notes being transferred in violation payment of the Securities Act principal of (or premium, if any) or interest on any other applicable securities law and Note, or (B2) such amendment does in respect of a covenant or provision hereof which under the Indenture cannot materially affect be modified or amended without the rights of Holders to transfer Notes or comply with any requirement consent of the SEC in connection with the qualification Holder of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indentureeach outstanding Note affected.

Amendment; Waiver. Subject to certain exceptions, the Indenture or the Notes (a) This Agreement may be amended from time to time by the Depositor and the Trustee without the consent of any of the Certificateholders (i) to cure any ambiguity, (ii) to correct or supplemented supplement any provisions herein which may be defective or inconsistent with any other provisions herein, (iii) to add any other provisions with respect to matters or questions arising under this Agreement not inconsistent with the terms of this Agreement or (iv) if such amendment, as evidenced by an Opinion of Counsel delivered to the Trustee, is reasonably necessary to comply with any requirements imposed by the Code or other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to the Trust Property at least from the effective date of such amendment; provided that such action (except any amendment described in (iv) above) shall not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect in any material respect the rights of any Certificateholder. (b) Without limiting the generality of the foregoing, this Agreement may also be amended from time to time by the Depositor and the Trustee with the consent of the Holders of at least a majority in principal amount Certificates evidencing not less than 66-2/3% of the then outstanding Notes voting aggregate principal amount or notional amount, as the case may be, of the Certificates of each Class adversely affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders of such Class; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments required to be distributed on any such Certificate without he consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders of any Class of Certificates in a single class, and any existing Default (manner other than a Default as described in the payment of the principal ofclause (i), 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 Indenture or the Notes may be waived with without the consent of the Holders of a majority in principal amount Certificates of such Class evidencing not less than 66-2/3% of the then outstanding Notes voting aggregate principal amount or notional amount, as a single class. Without applicable, of such Class or (iii) change the aforesaid percentages of Certificates the Holders of which are required to consent to any such amendment, without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon all such Certificates then outstanding of the Company; make any change that does not adversely affect given Class. (c) Promptly after the rights execution of any Holder in such amendment, the Trustee shall furnish a written statement describing the substance of the amendment to each Certificateholder and each Rating Agency. It shall not be necessary for the consent of Certificateholders under this Section 8.01 to approve the particular form of any material respectproposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the provisions Trustee may prescribe. (d) Notwithstanding the foregoing, no amendment or modification to this Agreement shall be permitted unless the Trustee receives an Opinion of Counsel that such amendment or modification will not alter the status of the Indenture; make trust for United States federal income tax purposes. (e) The Holders of Certificates representing not less than a Majority in Interest of Certificateholders may, on behalf of all Certificateholders, waive in writing any amendment default by the Depositor or the Trustee in the performance of its obligations hereunder and any consequences thereof, except a default by the Trustee in failing to the provisions distribute amounts received in respect of the Indenture relating CRB Certificates and except a default in respect of a covenant or provision the modification or amendment of which would require the consent of the Holder of each Outstanding Certificate affected thereby. Upon any such waiver of a past default, such default shall cease to the form, authentication, transfer and legending of Notesexist; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act no such waiver shall extend to any subsequent or other default or impair any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indentureright consequent thereto.

Amendment; Waiver. Subject to certain exceptions, the Indenture (a) Neither this Note or the Notes any Other Note nor any terms hereof or thereof may be amended changed, amended, discharged or supplemented with terminated unless such change, amendment, discharge or termination is in writing signed by the Company and the Majority Holders, provided that no such change, amendment, discharge or termination shall, without the consent of the Holders of at least a majority in principal amount Holder and the holders of the then outstanding Other Notes voting as a single classaffected thereby (i) extend the Maturity Date of this Note or any Other Note, and any existing Default or reduce the rate or extend the time of payment of interest (other than as a Default result of waiving the applicability of any post-default increase in interest rates) hereon or thereon or reduce the principal amount hereof or thereof or the Repurchase Price hereof or thereof, (ii) increase or decrease the Conversion Price except as set forth in this Note, (iii) release the Collateral or reduce the amount of Collateral required to be deposited or maintained by the Company pursuant to the Security Agreement, except as expressly provided in the payment of the principal ofSecurity Agreement, premium(iv) amend, if any, modify or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with waive any provision of this Section 7.3 or (v) reduce any percentage specified in, or otherwise modify, the Indenture definition of Majority Holders. Notwithstanding anything to the contrary contained herein, no amendment or waiver shall increase or eliminate the Notes Restricted Ownership Percentage, whether permanently or temporarily, unless, in addition to complying with the other requirements of this Note, such amendment or waiver shall have been approved in accordance with the General Corporation Law of the State of Delaware and the Company's By-laws by holders of the outstanding shares of Common Stock entitled to vote at a meeting or by written consent in lieu of such meeting.] (b) Any term or condition of this Note may be waived with by the consent Holder or the Company at any time if the waiving party is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Holders party waiving such term or condition. No waiver by any party of any term or condition of this Note, in any one or more instances, will be deemed to be or construed as a majority in principal amount waiver of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act same or any other applicable securities law and (B) such amendment does not materially affect the rights term or condition of Holders to transfer Notes or comply with this Note on any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenturefuture occasion.

Amendment; Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with Without the consent of each Holder affected, an amendment or waiver may not: (1) reduce the Holders of at least a majority in principal amount of Notes whose Holders must consent to an amendment; (2) reduce the then outstanding rate of or extend the time for payment of interest on any Note, or amend the Company’s right to defer interest on the Notes voting as in a single class, and manner adverse to the Holders; (3) reduce the principal of or extend the Stated Maturity of any existing Default Note; (4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3 of the Indenture; (5) make any Note payable in money other than a Default that stated in the Note; (6) make any change in Article 10 or Article 12 of the Indenture that adversely affects the rights of any Holder under Article 10 or Article 12 of the Indenture; (7) impair the right of any Holder to receive payment of the principal of, premium, if any, or and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, ; (8) except a payment default resulting from in connection with an acceleration that has been rescinded) or compliance with any provision offer by the Company to purchase all of the Indenture or the Notes may be waived with the consent of the Holders of (in which case a majority in principal amount of Notes will be sufficient), (A) make any change to the then outstanding Notes voting as provisions of Section 4.05 of the Indenture that eliminate the prohibition on paying dividends while interest is being deferred, while any previously Deferred Interest remains unpaid or during a single classDividend Suspension Period, or during the continuance of any Event of Default, (B) make a change to lower the Interest Coverage Ratio threshold for a Dividend Suspension Period or make a change to paragraph (c) of Section 4.04 of the Indenture that would have the effect of increasing the amounts permitted to be distributed in respect of the Company’s Capital Stock, (C) waive an Event of Default under Section 6.01(k) of the Indenture; (9) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; or (10) modify the Guarantees in any manner adverse to the Holders. Without the consent of any Holder of a NoteNotes, the Company and the Trustee may amend the Indenture or the Notes may be amended to (1) cure any ambiguity, omission omission, defect or inconsistency; to (2) provide for the assumption by a successor corporation, partnership, limited liability company or other entity of the Company’s obligations of the Company under the this Indenture; to (3) provide for uncertificated Notes in addition to or in place of certificated Physical Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code; (4) to make any change in Article 10 or Article 12 of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness (or Representatives therefor) under Article 10 or Article 12 of the Indenture; (5) add additional Guarantees with respect to the Notes or to confirm or evidence Notes; (6) secure the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the IndentureNotes; (7) add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power herein conferred upon the Company; (8) make any change that does not adversely affect the legal rights or entitlements under this Indenture of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC or in connection with the qualification of the this Indenture under the TIA; or convey, transfer, assign, mortgage (9) enter into one or pledge as security for more supplemental indentures to effect any of the amendments set forth herein or to set forth the terms of and issue any Additional Notes any property or assets in accordance with Section 4.05 the provisions of this Indenture. Notwithstanding the Indentureforegoing, an amendment under this paragraph 14 may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the then outstanding Notes voting as a single class, and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount outstanding of the then outstanding Notes voting as a single classNotes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Indenture Company, the Subsidiary Guarantors, the Trustee and the Collateral Agent shall be entitled to amend the Indenture, the Collateral Agreements or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; , or to provide for the assumption comply with Article 5 of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Notes; , or to add Guarantees guarantees with respect to the Notes Notes, including Subsidiary Guaranties, or to confirm secure the Notes, or evidence to add additional covenants or surrender rights and powers conferred on the releaseCompany or the Subsidiary Guarantors, termination or discharge to comply with any request of any Guarantee when such release, termination or discharge is permitted the SEC in connection with qualifying the Indenture under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes Act, or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder of Notes. The consent of at least 80% in any material respect, subject aggregate principal amount of then outstanding Notes shall be required to the provisions release all or substantially all of the Indenture; make any amendment to Collateral otherwise than in accordance with the provisions terms of the Indenture relating and the Collateral Agreements and the consent of at least 66⅔% in aggregate principal amount of then outstanding Notes shall be required to subordinate the Liens of the Collateral Agent in all or substantially all of the Collateral (except with respect to the formapproval of an intercreditor agreement pursuant to the definitions of “Credit Agreement” or “Permitted Partial Refinancing” or the release of Liens on inventory, authentication, transfer receivables and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC current assets in connection with any Credit Agreement, for which the qualification consent of Holders holding at least a majority in aggregate principal amount of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the then outstanding Notes any property or assets in accordance with Section 4.05 of the Indentureshall be required).

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented under certain circumstances with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding 2020 Senior Notes and (ii) certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Outstanding 2020 Senior Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with without the consent of the Holders of a majority in principal amount any 2020 Senior Notes, the Obligor and the Trustee may amend the Indenture: (i) to evidence the succession of another Person to the Obligor and the assumption by any such successor of the then outstanding Notes voting as a single class. Without covenants of the consent of any Holder of a Note, Obligor under the Indenture or and the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated 2020 Senior Notes; (ii) to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Obligor for the benefit of the Holders of the 2020 Senior Notes or to surrender any right or power conferred upon the CompanyObligor; make (iii) to add any change that does not adversely affect additional events of default for the rights benefit of any Holder in any material respect, subject to the provisions Holders of the Indenture2020 Senior Notes; make (iv) to add to or change any amendment to of the provisions of the Indenture relating as necessary to permit or facilitate the issuance of 2020 Senior Notes in bearer form, authenticationregistrable or not registrable as to principal, transfer and legending with or without interest coupons, or to permit or facilitate the issuance of 2020 Senior Notes in uncertificated form; (v) to secure the 2020 Senior Notes; provided(vi) to add or appoint a successor or separate Trustee; (vii) to cure any ambiguity, however, that defect or inconsistency; (Aviii) compliance with to supplement any of the provisions of the Indenture as so amended necessary to permit or facilitate the defeasance and discharge of 2020 Senior Notes, provided that the interests of the holders of the 2020 Senior Notes are not adversely affected in any material respect; (ix) to make any other change that would not result in adversely affect the Notes being transferred in violation Holders of the Securities Act or 2020 Senior Notes in any other applicable securities law and material respect; (Bx) such amendment does not materially affect the rights of Holders to transfer Notes or make any change necessary to comply with any requirement of the SEC Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; or conveyand (xi) to conform the Indenture to the section entitled “Description of Notes” in the prospectus supplement dated July 13, transfer, assign, mortgage or pledge as security for 2010 relating to the Notes any property or assets in accordance with Section 4.05 of the Indenture2020 Senior Notes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture or and the Notes may be amended or supplemented (and waivers granted with respect to any provisions thereof) with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a 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 Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding and (b) any default or noncompliance with any provision thereof may be waived with the written consent of the Holders of a majority in principal amount of the Notes voting as a single classthen outstanding. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); to add Guarantees with respect to provide for the Notes or to confirm or evidence assumption by a successor corporation of the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants obligations of the Company for or a Guarantor to Holders under the benefit Indenture in the case of the Holders of Notes a merger or consolidation; to surrender any right or power conferred upon the Company; make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any Holder in such Holder; to evidence and provide for the acceptance of appointment under the Indenture of a successor trustee; to add one or more Guarantors under the Indenture or to secure the Notes or any material respect, subject of the Notes Guarantees; to conform the provisions text of the Indenture, the Notes or any Notes Guarantee to any provision of the section of the Offering Memorandum entitled “Description of Notes”; to comply with the rules of any applicable securities depositary; or to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A1) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B2) such amendment does not materially and adversely affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture Indenture, or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Notes. Subject to certain exceptions set forth in the payment Indenture, without the consent of any Holder, the principal of, premium, if any, or interest on Company and the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of Trustee may amend the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended (i) to cure any ambiguity, omission omission, mistake, defect or inconsistency; to provide for the assumption of inconsistency as certified by the Company’s obligations under the Indenture; (ii) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (iii) to add Guarantees comply with respect the covenant relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Company’s or any Guarantor’s obligations to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under Holders in a transaction that complies with the Indenture; add (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (vi) to add covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the CompanyCompany or any Guarantor; make any change that does not adversely affect (vii) to evidence and provide for the rights acceptance and appointment under the Indenture of any Holder in any material respect, subject a successor Trustee thereunder pursuant to the provisions requirements thereof; (viii) to add a Guarantor under the Indenture or to release a Guarantor in accordance with the terms of the IndentureIndenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor; (ix) to make certain changes to the Indenture to provide for the issuance of Additional Notes; or (x) to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; Notes as permitted by the Indenture, including, without limitation to facilitate the issuance of the Notes and administration of the Indenture, provided, however, that (Ai) compliance with the Indenture as so amended would not result in 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 Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes Note Documents may be amended amended, supplemented or supplemented otherwise modified with the written consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding and (ii) any past default or compliance with any provisions may be waived with the written consent of the holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class, and any existing Default (other than a 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single classoutstanding. Without notice to or the consent of any Holder of a Noteholder, the Indenture Issuers and the First Lien Trustee may amend or supplement any of the Notes Note Documents (including any of the First Lien Collateral Documents) and the Issuer may be amended direct the First Lien Trustee and/or First Lien Collateral Agent, and the First Lien Trustee and/or First Lien Collateral Agent, as applicable, shall enter into an amendment to any of the Note Documents (i) to cure any ambiguity, omission omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuer) of the Company’s obligations of the Issuer under any of the IndentureNote Documents; (iii) to provide for the assumption by a Successor Person (with respect to any Guarantor or the US Co-Issuer, as applicable), of the obligations of a Guarantor or the US Co-Issuer, as applicable, under any of the Note Documents; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) [reserved]; (vi) to add Guarantees with respect to secure the Notes or to add additional assets as First Lien Collateral; (vii) to confirm or and evidence the release, termination termination, discharge or discharge retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination termination, discharge or discharge retaking is permitted provided for under the Indenture, the First Lien Collateral Documents or the Intercreditor Agreements, as applicable; (viii) to add to the covenants of the Company Parent or the Issuers for the benefit of the Holders of Notes holders or to surrender any right or power herein conferred upon the CompanyParent or the Issuers; (ix) to make any change that does not adversely affect the rights of any Holder holder in any material respect, subject ; (x) to the provisions of the Indenture; make effect any amendment to the provisions provision of the Indenture relating or the other Note Documents or to make changes to the form, authentication, transfer and legending Indenture to provide for the issuance of Additional Notes; provided(xi) to provide for the release of First Lien Collateral from the Lien pursuant to the Indenture, howeverthe First Lien Collateral Documents and the Intercreditor Agreements when permitted or required by the First Lien Collateral Documents, that (A) compliance with the Indenture as so amended would not result in or the Notes being transferred in violation of Intercreditor Agreements; or (xii) to secure any Future First Lien Indebtedness, Future First Lien Indebtedness, Junior Priority Indebtedness, First Priority Obligations or First Priority Obligations to the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture extent permitted under the TIA; or conveyIndenture, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of First Lien Collateral Documents and the IndentureIntercreditor Agreements.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Outstanding Notes voting as a single class, and (ii) any existing Default default (other than with respect to nonpayment or in respect of a Default in provision that cannot be amended or supplemented without the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedeach Holder affected) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classOutstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended to to, among other things, cure any ambiguity, omission omission, defect or inconsistency; , or to provide for the assumption comply with Article IV of the Company’s obligations under the Base Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes; , or to add Note Guarantees with respect to the Notes or to confirm secure the Notes, or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; to add to the additional covenants of the Company or the Note Guarantors for the benefit of the Holders of Notes or surrender rights and powers conferred on the Company or the Note Guarantors, or to surrender comply with any right requirements of the Commission in connection with qualifying the Indenture under the TIA, or power conferred upon the Company; to make any change that does not adversely affect the rights of any Holder in any material respect, subject or to provide for the provisions issuance of Exchange Notes or Additional Notes, or to conform the text of the Indenture; , Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, or to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (Ai) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law laws and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding and (ii) any past default or compliance with any provisions may be waived with the written consent of the holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single classoutstanding. The Company and the Trustee may amend the Indenture, and any existing Default (other than a 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 Indenture or the Notes may be waived with and the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without Guarantees without notice to or the consent of any Holder of a Note, the Indenture or the Notes may be amended holder (i) to cure any ambiguity, omission omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Company) of the Company’s obligations of the Company under the IndentureIndenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor), as the case may be, of the obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that uncertificated Notes are in registered form for purposes of Section 163(f) of the Code; (v) to conform the text of the Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add Guarantees a Guarantee with respect to the Notes or Notes; (vii) to confirm or evidence add collateral to secure the release, termination or discharge of any Notes; (viii) to release a Guarantor from its Guarantee when such release, termination permitted or discharge is permitted required under the terms of the Indenture; (ix) to add to the covenants of the Company for the benefit of the Holders of Notes holders or to surrender any right or power herein conferred upon the Company; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, the Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder holder in any material respect, subject ; or (xii) to the provisions of the Indenture; make effect any amendment to the provisions of the Indenture relating or to make changes to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security provide for the Notes any property or assets in accordance with Section 4.05 issuance of the IndentureAdditional Notes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture or the Notes may be amended or supplemented without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount at Maturity of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and (b) any default may be waived with the written consent of the Holders of at least a majority in principal amount at Maturity of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without without the consent of any Holder of a NoteNotes, the Company and the Trustee may amend the Indenture or the Notes may be amended (a) to cure any ambiguity, omission omission, defect or inconsistency; (b) to provide for the assumption comply with Article 6 of the Company’s obligations under the Indenture; (c) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (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); (d) to add Guarantees with respect to of the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenturesecure Notes; (e) to add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon on the CompanyCompany in the Indenture; (f) to comply with any requirement of the Commission in connection with qualifying, or maintaining the qualification of, the Indenture under the TIA; (g) to make any change that does not adversely affect the rights of any Holder Holder; (h) to provide for the issuance of the Exchange Notes which shall have terms substantially identical in any all material respect, subject respects to the provisions Initial Notes (except that the transfer restrictions contained in the Initial Notes shall be modified or eliminated, as appropriate), and which shall be treated, together with any outstanding Initial Notes or the Exchange Notes, as a single issue of securities; or (i) to change the name or title of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject to certain exceptions, the Indenture Indenture, the Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single classclass (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), 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 Indenture Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single classclass (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Without the consent of any Holder of a Note, the Indenture Indenture, the Guarantees or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; , to provide for uncertificated Notes in addition to or in place of certificated Notes; Certificated Notes or to add Guarantees with respect alter the provisions of Article 2 of the Indenture or Exhibit A to the Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder, to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 of the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the legal rights under the Indenture of any Holder in any material respectsuch Holder, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance comply with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement requirements of the SEC in connection with order to effect or maintain the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security to provide for the issuance of Additional Notes any property or assets in accordance with Section 4.05 the limitations set forth in the Indenture, to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes, to remove a Guarantor, which, in accordance with the terms of the Indenture, ceases to be liable in respect of its Guarantee, to make appropriate provision in connection with the appointment of a successor trustee, or to conform the text of the Indenture, the Guarantees or the Notes to any provision in the “Description of Notes” contained in the final offering document relating to the original offering of the Notes to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision in the Indenture, the Guarantees or the Notes.

Amendment; Waiver. Subject (a) Except as set forth in Section 9.8(b), any amendment, modification, supplement or waiver to certain exceptionsor of any provision of this Agreement, the Indenture Management Stockholders Agreement, the Class A Stockholders Agreement, the Class C Stockholders Agreement or the Notes may be amended Registration Rights Agreement shall require the prior written approval of the MD Stockholders and the SLP Stockholders; provided, that if the express terms of any such amendment, modification, supplement or supplemented with waiver disproportionately and adversely affects a Stockholder (other than the Sponsor Stockholders) or an MSD Partners Stockholder relative to the SLP Stockholders, it shall require the prior written consent of the Holders holders of at least a majority in principal amount of the then outstanding Notes voting DHI Securities held by such affected Stockholders and their Permitted Transferees in the aggregate. (b) Notwithstanding the foregoing, (i) any addition of a transferee of DHI Securities or a recipient of DHI Securities as a single classparty hereto pursuant to ARTICLE VII shall not constitute an amendment hereto and the applicable Joinder Agreement need be signed only by the Company and such transferee or recipient and (ii) the Company shall promptly amend the books and records of the Company appropriately and as and to the extent necessary to reflect the removal or addition of a Stockholder, and any existing Default (other than a Default changes in the payment amount and/or type of DHI Securities beneficially owned by each Stockholder and/or the addition of a transferee of DHI Securities or a recipient of any DHI Securities, in each case, pursuant to and in accordance with the terms of this Agreement. (c) Any failure by any party at any time to enforce any of the principal of, premium, if any, provisions of this Agreement shall not be construed a waiver of such provision or interest on the Notes, except any other provisions hereof. The waiver by any party hereto of a payment default resulting from an acceleration that has been rescinded) or compliance with breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the Indenture part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent exercise of any Holder of a Noteother right, the Indenture power or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indentureremedy.

Amendment; Waiver. (1) Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Outstanding Notes voting as a single class, and (ii) any existing Default default (other than with respect to nonpayment or in respect of a Default in provision that cannot be amended or supplemented without the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedeach Holder affected) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classOutstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended to to, among other things, cure any ambiguity, omission omission, defect or inconsistency; or to provide for the assumption by a Surviving Entity of the obligations of the Company or a Subsidiary Guarantor obligation under the Note Guarantee under the Notes in the case of a merger or consolidation or sale of all on substantially all of the Company’s obligations or such subsidiary Guarantor’s assets, as applicable, to the extent permitted under the Indenture; to or provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; or to add Guarantees guarantees with respect to the Notes or to confirm secure the Notes; or evidence to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the release, termination or discharge Notes and to release Note Guarantors from the Note Guarantee in accordance with the terms of any Guarantee when such release, termination or discharge is permitted under Article X of the Indenture; or to add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power herein conferred upon the Company; or to comply with any requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the section ”Description of Notes” in the Offering Circular to the extent that such provision in such “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes or Note Guarantees; or to comply with the requirements of any applicable securities depositary; or to make any change that provides any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any such Holder and to provide for a successor Trustee in accordance with the terms of the Indenture, to otherwise comply with any requirement of the Indenture; or to provide for the issuance of the Exchange Notes, which will have terms substantially identical to the other Outstanding Notes except for the requirement of a Private Placement Legend and related transfer restrictions under the Securities Act and the Indenture and as to the applicability of additional interest payable as provided in Section 2.14 of the Indenture, and which will be treated, together with any other Outstanding Notes, as a single issue of securities; or to provide for the issuance of Additional Notes as permitted by Section 2.2(c) and Section 2.13 of the Indenture, which will have terms substantially identical to the other Outstanding Notes except as specified in Section 2.13 and Section 2.14 of the Indenture, and which will be treated, together with any other Outstanding Notes, as a single issue of securities; or to provide for a successor Trustee in accordance with the terms of the Indenture; or to otherwise comply with any requirement of this Indenture; or to make any other changes which do not adversely affect the rights of any Holder of the Holders in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Outstanding Notes voting as a single class, and (ii) any existing Default default (other than with respect to nonpayment or in respect of a Default in provision that cannot be amended or supplemented without the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedeach Holder affected) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classOutstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended to to, among other things, cure any ambiguity, omission defect or inconsistency; to provide for the assumption , comply with Article IV of the Company’s obligations under the Base Indenture; to , provide for uncertificated Notes in addition to or in place of certificated Notes; to , add Guarantees guarantees with respect to the Notes or to confirm secure the Notes, add additional covenants or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power rights and powers conferred upon on the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of qualifying the Indenture under the TIA; , make any change that would provide any additional rights or conveybenefits to the Holders or that does not adversely affect the rights of any Holder, transferadd additional Events of Default, assign, mortgage or pledge as security provide evidence for the acceptance of appointment by a successor Trustee, and to modify provisions in the Indenture therefor, establish the form or terms of the Notes, make any change necessary to make the Indenture, the Notes or the Security Guarantee relating to the Notes, consistent with the description of the Notes in the prospectus or any property related prospectus supplement relating to such Notes, correct or assets in accordance supplement any provision of the Indenture that may be inconsistent with Section 4.05 any other provision of the Indenture so long as such action shall not adversely affect the interests of any Holder, change or eliminate any of the provisions of the Indenture; provided, that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of any such provision.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes Securities may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class, Securities and any existing Default (other than a 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 rescindedii) or compliance with any provision of the Indenture or the Notes certain Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single classSecurities. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteSecurityholder, the Company and the Trustee may amend the Indenture or the Notes may be amended Securities (i) to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or Securities, (ii) to surrender any right or power conferred upon the Company; make any change that does not adversely affect Company in the Indenture, (iii) to provide for conversion rights of Holders of Securities if any Holder in reclassification or change of the Company's Common Stock or any material respectconsolidation, subject merger or sale of all or substantially all of the Company's assets occurs, (iv) to provide for the assumption of the Company's obligations to the provisions Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article 5 of the Indenture; make any amendment , (v) to increase the provisions of the Indenture relating to the form, authentication, transfer and legending of NotesConversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interest of the Holders of Securities (Aafter taking into account tax and other consequences of such increase), (vi) compliance to comply with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement requirements of the SEC in connection with order to effect or maintain the qualification of the Indenture under the TIA, (vii) to make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, (viii) to cure any ambiguity, to correct or conveysupplement any provision in the Indenture which may be inconsistent with any other provision therein or which is otherwise defective, transfer, assign, mortgage or pledge as security for to make any other provisions with respect to matters or questions arising under the Notes any property Indenture which the Company may deem necessary or assets in accordance desirable and which shall not be inconsistent with Section 4.05 the provisions of the Indenture; provided, however, that such action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, and (ix) to add or modify any other provisions in the Indenture with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of Securities.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent or electronic consent pursuant to the second paragraph of Section 9.4 of the Indenture, as applicable, of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and (ii) any existing Default default (other than with respect to nonpayment or in respect of a Default in provision that cannot be amended without the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedeach Holder affected) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent or electronic consent pursuant to the second paragraph of Section 9.4 of the Indenture, as applicable, of the Holders of a majority in principal amount of the then outstanding Notes voting as a single classNotes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Issuers, the Guarantors and the Trustee may amend the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; , or to provide for the assumption comply with Article IV of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Notes; , or to add Guarantees guarantees with respect to the Notes Notes, to release a Guarantor in accordance with the Indenture or to confirm secure the Notes, or evidence the releaseto allow any Guarantor to execute a supplemental Indenture or Note Guarantee, termination or discharge of any Guarantee when such release, termination to provide additional rights or discharge is permitted under the Indenture; add benefits to the covenants of the Company for the benefit of the Holders of Notes the Notes, or to surrender comply with any right requirement of the Commission in connection with qualifying or power conferred upon maintaining the Company; qualification of the Indenture under the Act, or to make any change that does not adversely affect the rights of any Holder in any material respectHolder, subject or to conform the provisions text of the Indenture; make any amendment , the Notes or the Note Guarantees to the provisions description of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result notes in the Notes being transferred in violation Offering Memorandum, or to provide for the issuance of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Additional Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; to evidence or convey, transfer, assign, mortgage or pledge as security provide for the Notes any property or assets in accordance with Section 4.05 of the Indenturea successor trustee.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as (including consents obtained in connection with a single classtender offer or exchange for Notes). Without However, the Indenture requires the consent of each Noteholder that would be affected for certain specified amendments or modifications of the Indenture and the Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteNoteholder, the Company and the Trustee may amend the Indenture or the Notes may be amended Notes, among other things, to cure any ambiguity, omission omission, defect or inconsistency; , or to evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption by any such Person of the obligations of the Company or such Subsidiary Guarantor in accordance with Article V of the Indenture, or to add any additional Events of Default, or to add to the covenants of the Company or surrender rights and powers conferred on the Company, or to add one or more guarantees for the benefit of the Holders of the Notes, or to evidence the release of any Subsidiary Guarantor from its guarantee of the notes in accordance with the Indenture, or to add collateral security with respect to the Notes or any Guarantee, or to add or appoint a successor or separate trustee or other agent, or to provide for the assumption issuance of the Company’s obligations Exchange Notes in accordance with the Indenture, or to provide for the issuance of Additional Notes, or to comply with any requirements in connection with qualifying the Indenture under the Indenture; Trust Indenture Act, or to comply with the rules of any applicable securities depository, or to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes , or to confirm or evidence change any other provision if the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights interests of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNoteholder.

Amendment; Waiver. Subject This Agreement may not be waived, modified or amended except (a) in a writing duly executed by a vote of the holders of Designated Entity Claims representing 51% of the Designated Entity Claims (the “Required Designated Entity Claims”) and holders of Sponsor Claims representing 51% of the Sponsor Claims (the “Required Sponsor Claims”) (provided that, in addition to certain exceptionsthe consents required in this clause (a) above, (i) any such waiver, modification or amendment that by its terms directly affects the rights in respect of payments due to or allocations made to any Designated Entity in a manner adverse to such Designated Entity and differently from other Designated Entities shall require the written consent of such adversely affected Designated Entity, (ii) any such waiver, modification or amendment that by its terms directly affects the rights in respect of payments due to or allocations made to any Plan Sponsor in a manner adverse to such Plan Sponsor and differently from other Plan Sponsors shall require the written consent of such adversely affected Plan Sponsor, and (iii)(A) the written consent of holders of Designated Entity Claims representing 66⅔% of the Designated Entity Claims shall be required for any waiver, modification or amendment of Section 10(c) and (B) the written consent of holders of Sponsor Claims representing 66⅔% of the Sponsor Claims shall be required for any waiver, modification or amendment of Section 10(b)) or (b) by the Plan Sponsors as required to obtain the approval of any governmental entity or regulatory body including, but not limited to, any gaming commission with regulatory authority over the Debtors and/or their properties. Notwithstanding anything in this Agreement to the contrary, the Indenture or the Notes Plan (including any exhibits, schedules and annexes thereto) may be modified or amended or supplemented with in a manner that is not materially adverse to the interests of the Designated Entities without the consent of the Holders of at least Designated Entities and may be amended in a majority in principal amount manner that is materially adverse to the interests of the then outstanding Notes voting as a single class, and any existing Default (other than a 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 Indenture or the Notes may be waived Designated Entities only with the written consent of the Holders holders of a majority in principal amount Designated Entity Claims representing at least 66⅔% of the then outstanding Notes voting as a single class. Without the consent of any Holder of a NoteDesignated Entity Claims; provided that, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to the consents required in this sentence above, any such modification or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change amendment that does not adversely affect by its terms directly affects the rights in respect of payments due to or allocations made to any Holder Designated Entity in any material respect, subject a manner adverse to such Designated Entity and differently from other Designated Entities shall require the provisions written consent of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notessuch adversely affected Designated Entity; provided, howeverfurther, that (A) compliance with the Indenture as so amended would parties agree that modifications or amendments that shall be deemed not result to be materially adverse to the Designated Entities, shall include, but shall not be limited to, exculpation provisions and releases of parties other than the Designated Entities, increases in the Notes being transferred in violation distributions made to unsecured creditors of the Securities Act Debtors, changes in the litigation trust, changes in payment terms for payments to unsecured creditors of the Debtors and payment of expenses to appropriate parties other than expenses of the Designated Entities. No waiver by any party of any breach of, or any provision of, this Agreement shall be deemed a waiver of any similar or any other applicable securities law breach or provision of this Agreement at the same or any prior or subsequent time. To be effective, a waiver must be set forth in writing signed by the waiving party and (B) such amendment does not materially affect must specifically refer to this Agreement and the rights breach or provision being waived. This Agreement, the Plan and the Senior Secured Notes are part of Holders to transfer Notes a proposed settlement of disputes among the parties hereto. Except as expressly provided in this Agreement, nothing herein is intended to, or comply with does, in any requirement manner waive, limit, impair, or restrict the ability of each of the SEC parties hereto to protect and preserve its rights, remedies and interests, including without limitation, its claims against the Debtors or its full participation in connection with the qualification Cases. If the transactions contemplated herein are not consummated, or if this Agreement is terminated for any reason, the parties hereto fully reserve any and all of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenturetheir rights.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes voting as (including consents obtained in connection with a single classpurchase of, or tender offer or exchange offer for the Notes). Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture to (i) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (ii) evidence the succession of another Person to the Company or any Subsidiary Guarantor, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company or any Subsidiary Guarantor under the Indenture pursuant to the provisions described under Article Five of the Indenture; (iii) add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or make any change that does not adversely affect the rights of any Holder of a Note, the Notes; (iv) cure any ambiguity or correct or supplement any provision contained in the Indenture that may be defective or inconsistent with any other provision contained in the Indenture, or make such other provisions in regard to matters or questions arising under the Indenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of Notes; (v) evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Notes may and add to or change any of the provisions of the Indenture as shall be amended to cure any ambiguity, omission defect or inconsistency; necessary to provide for or facilitate the assumption administration of the Company’s obligations trusts under the Indenture by more than the one Trustee pursuant to the requirements of the Indenture; to (vi) provide for uncertificated Notes in addition to or in place of certificated Notes; to provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (vii) add additional Subsidiary Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of and release any Guarantee when such release, termination or discharge is permitted under Subsidiary Guarantor in accordance with the Indenture; add to the covenants of the Company (viii) provide for the benefit issuance of Additional Notes; (ix) conform the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions text of the Indenture relating or the Notes to any provision of the Description of Notes in the offering memorandum related to the form, authentication, transfer and legending of Initial Notes; provided, however, that or (Ax) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as (including consents obtained in connection with a single class, tender offer or exchange for Notes) and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single classNotes. Without However, the Indenture requires the consent of each Noteholder that would be affected for certain specified amendments or modifications of the Indenture and the Notes. Subject to certain exceptions set forth in the Indenture, without notice to or the consent of any Holder of a NoteNoteholder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; , or to evidence the succession of another Person to the Company or any Subsidiary Guarantor and the assumption by any such Person of the obligations of the Company or such Subsidiary Guarantor in accordance with Article V of the Indenture, or to add any additional Events of Default, or to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or any Subsidiary Guarantor, or to add one or more guarantees for the benefit of the Holders of the Notes, or to evidence the release of any Subsidiary Guarantor from its Guarantee of the Notes in accordance with the Indenture, or to add collateral security with respect to the Notes or any Guarantee, or to add or appoint a successor or separate Trustee or other agent, or to provide for the assumption issuance of the Company’s obligations Exchange Notes in accordance with the Indenture, or to provide for the issuance of any Additional Notes, or to comply with any requirement in connection with qualifying the Indenture under the Indenture; Trust Indenture Act, or to comply with the rules of any applicable securities depository, or to provide for uncertificated Notes in addition to or in place of certificated Notes in accordance with the Indenture, or to conform the text of the Indenture, this Note or any Guarantee to any provision of the “Description of Notes; to add Guarantees with respect ” section of the Offering Memorandum to the Notes extent such provision in such “Description of Notes” was intended to set forth, verbatim or in substance, a provision of the Indenture, this Note or the Guarantees, or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that if the change does not adversely affect the rights interests of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNoteholder.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Outstanding Notes voting as a single class, and (ii) any existing Default default (other than with respect to nonpayment or in respect of a Default in provision that cannot be amended or supplemented without the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedeach Holder affected) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classOutstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended to to, among other things, cure any ambiguity, omission omission, defect or inconsistency; , or to provide for the assumption comply with Article IV of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes; , or to add Note Guarantees with respect to the Notes or to confirm secure the Notes, or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; to add to the additional covenants of the Company or the Note Guarantors for the benefit of the Holders of Notes or surrender rights and powers conferred on the Company or the Note Guarantors, or to surrender comply with any right requirements of the Commission in connection with qualifying the Indenture under the TIA, or power conferred upon the Company; to make any change that does not adversely affect the rights of any Holder in any material respect, subject or to provide for the provisions issuance of Exchange Notes or Additional Notes, or to conform the text of the Indenture; , Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, or to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (Ai) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law laws and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Senior Indenture, from time to time, the Company, the Guarantors and the Trustee, without the consent of the Holders, may amend the Senior Indenture or the Senior Subordinated Notes may be amended for the following purposes, so long as such change does not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect: (i) to cure any ambiguity, defect or supplemented inconsistency; (ii) to provide for uncertificated Senior Subordinated Notes in addition to or in place of certificated Senior Subordinated Notes (provided that the uncertificated Senior Subordinated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Senior Subordinated Notes are described in Section 163(f)(2)(B) of the Code); (iii) to provide for the assumption of the Company's or any Guarantor's obligations to Holders of Senior Subordinated Notes in the case of a merger, consolidation or sale of assets; (iv) to release any Subsidiary Guarantee in accordance with the provisions of the Senior Indenture; (v) to provide for additional Guarantors; (vi) to make any change that would provide any additional rights or benefits to the Holders of Senior Subordinated Notes or that does not adversely affect the legal rights under the Senior Indenture of any such Holder; or (vii) to comply with requirements of the SEC in order to effect or maintain the qualification of the Senior Indenture under the TIA. The Company, the Guarantors and the Trustee may amend the Senior Indenture or the Senior Subordinated Notes with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single classSenior Subordinated Notes. However, and any existing Default (other than a 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 Indenture or the Notes may be waived with without the consent of each affected Holder of a Senior Subordinated Notes, an amendment may not: (i) reduce the principal amount of Senior Subordinated Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Senior Subordinated Note; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Senior Subordinated Note, or change the date on which any Senior Subordinated Note may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Senior Subordinated Notes payable in money other than that stated in the Senior Subordinated Notes; (v) make any change in provisions of the Senior Indenture protecting the right of each Holder to receive payment of principal of and interest on such Holder's Senior Subordinated Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Senior Subordinated Notes to waive Defaults or Events of Default; (vi) modify or change any provision of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Senior Indenture or the Notes may be amended to cure any ambiguity, omission defect related definitions affecting the subordination or inconsistency; to provide for the assumption ranking of the Company’s obligations under the Indenture; to provide for uncertificated Senior Subordinated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to a manner which adversely affects the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of NotesHolders; provided, however, that (A) compliance with it is understood that any amendment, the purpose of which is to permit the Incurrence of additional Indebtedness under the Indenture shall not be construed as so amended would not result in adversely affecting the Notes being transferred in violation ranking of the Securities Act Senior Subordinated Notes; or (viii) make any other applicable securities law and (B) such amendment does not materially affect change to the Subsidiary Guarantees in any manner that adversely affects the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureHolders.

Amendment; Waiver. Subject to certain exceptionsNotwithstanding any other provision of this Disclosure Agreement, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a NoteDisclosure Parties, the Indenture or Trustee and the Notes Dissemination Agent may be amended amend this Disclosure Agreement (and the Trustee and the Dissemination Agent shall agree to cure any ambiguityamendment so requested by the Disclosure Parties, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when so long as such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that amendment does not adversely affect the rights or materially increase the obligations of the Trustee or the Dissemination Agent), and any Holder in any material respectprovision of this Disclosure Agreement may be waived, subject provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of the Indenture; make any amendment to the provisions subsection (a) of the Indenture relating to the formSection 2 hereof, authenticationSection 3 hereof or subsection (a) or (b) of Section 4 hereof, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the qualification identity, nature or status of an obligated person with respect to the Series 2023[●] Bonds, or the type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Series 2023[●] Xxxxx, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver (i) is approved by Owners of the Series 2023[●] Bonds in the manner provided in the Indenture under for amendments to the TIA; Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of Owners or conveyBeneficial Owners of the Series 2023[●] Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, transferthe Disclosure Parties shall describe such amendment or waiver in the next Annual Report, assignand shall include, mortgage or pledge as security applicable, a narrative explanation of the reason for the Notes any property amendment or assets waiver and its impact on the type (or in accordance the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Disclosure Parties. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements (i) notice of such change shall be given in a filing with Section 4.05 the MSRB, and (ii) the Annual Report for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the Indenturenew accounting principles and those prepared on the basis of the former accounting principles.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders holders of at least a majority in aggregate principal amount of the outstanding Notes and (ii) any past default or compliance with any provisions may be waived with the written consent of the holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without without the consent of any Holder of a Noteholder, the Issuer and the Trustee may amend the Indenture or and the Notes may be amended (i) to cure any ambiguity, omission omission, defect or inconsistency; (ii) to provide for the assumption by a Successor (with respect to the Issuer) of the Company’s obligations of the Issuer under the IndentureIndenture and the Notes; (iii) to provide for the assumption by a Successor or Successor Subsidiary Guarantor, as the case may be, of the obligations of a Guarantor under this Indenture and its Guarantee; (iv) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (v) to add Guarantees a Guarantee with respect to the Notes or Notes; (vi) to confirm or evidence secure the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the IndentureNotes; (vii) to add to the covenants of the Company Issuer for the benefit of the Holders of Notes holders or to surrender any right or power herein conferred upon the CompanyIssuer; (viii) to make any change that does not adversely affect the rights of any Holder in any material respect, subject holder; (ix) to conform the provisions text of the Indenture; make , the Guarantees, or the Notes to any amendment provision of the “Description of Notes” under the Offering Memorandum, to the provisions extent such provision was intended to be a verbatim recitation of a provision in the “Description of Notes” under the Offering Memorandum, as certified by the Issuer; (x) to make certain changes to this Indenture relating to provide for the issuance of Additional Notes; or (xi) or in the event that PIK Notes are issued in certificated form, authenticationto make appropriate amendments to reflect an appropriate minimum denomination of certificated PIK Notes, transfer and legending of establish minimum redemption amounts for certificated PIK Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the consent of the Holders of not less than a majority in principal amount of the outstanding Notes affected by such amendment (which consent may, but need not, be given in connection with any tender offer or supplemented exchange offer for Notes) and (ii) any past default or Event of Default and its consequences may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without without the consent of any Holder of a NoteNotes, the Company and the Trustee may amend the Indenture or the Notes may be amended Notes, among other things, (i) to cure any ambiguity, omission defect or inconsistencyevidence the succession of another Person to the Company and the assumption by such successor of the covenants of the Company under the Indenture and contained in the Notes; (ii) to provide add to the covenants of the Company for the assumption benefit of the Holders of all or any of the Notes or to surrender any right or power herein or in the Indenture conferred upon the Company’s obligations under the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; (v) to add Guarantees change or eliminate any of the provisions of the Indenture, PROVIDED that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such amendment which is entitled to the benefit of such provision; (vi) to secure the Notes; (vii) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as are necessary to confirm provide for or evidence facilitate the release, termination or discharge administration of any Guarantee when such release, termination or discharge is permitted the trusts under the IndentureIndenture by more than one Trustee; (viii) to add to the covenants to, change or eliminate any of the Company for provisions of Article Eleven of the benefit Indenture in respect of the Notes, PROVIDED that any such addition, change or elimination shall not adversely affect the interests of the Holders of Notes in any material respect; (ix) to cure any ambiguity in the Indenture or to surrender correct or supplement any right provision in the Indenture which may be inconsistent with any other provision therein or power conferred upon to add any other provision with respect to matters or questions arising under the Company; make any change Indenture, PROVIDED that does such actions shall not adversely affect the rights interests of any Holder the Holders of Notes in any material respect, subject ; or (x) to comply with the provisions requirements of the Indenture; make any amendment Commission in order to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act effect or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with maintain the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureTrust Indenture Act.

Amendment; Waiver. Subject This Agreement contains the entire agreement between the parties relating to certain exceptionsthe subject matter hereof, the Indenture and no term or the Notes provision hereof may be amended or supplemented with the consent waived except from time to time by: (a) The mutual agreement of the Holders of at least a majority in principal amount of Issuer, the then outstanding Notes voting as a single classCollateral Manager the Note Administrator, the Trustee, the Advancing Agent, the Servicer and any existing Default (other than a Default in the payment of the principal ofSpecial Servicer, 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without without the consent of any Holder of a Note, the Indenture Noteholders or the Notes may be amended Rating Agencies, (i) to cure any ambiguity, omission defect (ii) to correct or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to supplement any provision herein which may be inconsistent with any other provision herein or in place of certificated Notes; the Offering Memorandum, (iii) to add Guarantees any other provisions with respect to matters or questions arising under this Agreement or (iv) for any other purpose provided, that such action shall not adversely affect in any material respect the Notes or to confirm or evidence the release, termination or discharge interests of any Guarantee when Noteholder without the consent of such releaseNoteholder. (b) The Issuer, termination or discharge is permitted under the Indenture; add to Collateral Manager, the covenants Note Administrator, the Trustee, the Servicer and the Special Servicer, and with the written consent of the Company Noteholders evidencing, in the aggregate, not less than a majority of the Voting Rights of the Noteholders for the benefit purpose of the Holders adding any provisions to or changing in any manner or eliminating any provisions of Notes or to surrender any right or power conferred upon the Company; make any change this Agreement that does not materially and adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of NotesNoteholders; provided, however, that no such amendment shall (Ai) compliance reduce in any manner the amount of, delay the timing of or change the manner in which payments received on or with respect to the Indenture Commercial Real Estate Loans are required to be distributed with respect to any Underlying Note without the consent of the Noteholders, (ii) adversely affect in any material respect the interests of the holders of a Class of Notes in a manner other than as so amended would not result set forth in (i) above without the consent of the holders of such Class of Notes evidencing, in the Notes being transferred in violation aggregate, not less than 51% of the Securities Act Voting Rights of such Class of Notes; (iii) reduce the aforesaid percentages of Voting Rights of the Notes, the holders of which are required to consent to any such amendment without the consent of 51% of the holders of any affected Class of Notes of then outstanding or, (iv) alter the obligations of the Issuer to make an advance or to alter the Servicing Standard set forth herein. (c) It shall not be necessary for the consent of Noteholders under this Section to approve the particular form of any other applicable securities law proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable regulations as the Issuer may prescribe. (d) In connection with any proposed amendment hereto, the Trustee, the Note Administrator, the Servicer and the Special Servicer (i) shall each be entitled to receive such officer’s certificates as required for amendments to and pursuant to this Agreement, and (Bii) shall not be required to enter into any amendment that affects its obligations, rights, or indemnities hereunder. (e) No amendment of this Agreement shall adversely affect in any material respect the interests of any Companion Participation Holder without the consent of such Companion Participation Holder. (f) Promptly after the execution of any amendment to this Agreement, the Issuer or the Note Administrator shall furnish a copy of such amendment does not materially affect to each Noteholder and the rights of Holders 17g-5 Information Provider pursuant to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 terms of the Indenture. (g) The parties to this Agreement shall be entitled to rely upon an Officer’s Certificate of the Issuer in determining whether or not the Securityholders would be materially or adversely affected by such change (after giving notice of such change to the Securityholders). Such determination shall be conclusive and binding on all present and future Securityholders. None of the parties to this Agreement shall be liable for any such determination made in good faith.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, the Indenture or and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal Principal amount of the then outstanding Notes voting as a single classOutstanding Notes, and any existing past Default (other than a 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 provisions of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal Principal amount of the then outstanding Notes voting as a single classOutstanding Notes. Without However, without the consent of each Holder affected thereby, no amendment shall: (i) reduce the rate of or extend the time for payment of Interest on any Note; (ii) reduce the Principal of or extend the Stated Maturity of any Note; (iii) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed; (iv) change the currency for payment of Principal of or Premium, if any, or Interest on any Note; (v) impair the right to institute suit for the enforcement of any payment on or with respect to any Note; (vi) waive a Default or Event of Default in payment of Principal of and Premium, if any, and Interest on the Notes; (vii) reduce the Principal amount of Notes whose Holders must consent to any amendment, supplement or waiver; or (viii) make any change in the first paragraph of Section 9.2 of the Indenture. The Company and the Trustee may, without the consent or vote of any Holder of a Notethe Notes, amend or supplement the Indenture or and the Notes may be amended Notes, for the following purposes: (i) to cure any ambiguity, omission omission, defect or inconsistency; to provide for , provided that such amendment or supplement does not materially and adversely affect the assumption rights of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; any Holder; (ii) to add Guarantees guarantees or collateral with respect to the Notes or Notes; (iii) to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or Holders; (iv) to surrender any right conferred by the Indenture or power conferred the Notes upon the Company; (v) to evidence and provide for the acceptance of an appointment of a successor Trustee; (vi) to comply with any requirements of the U.S. Securities and Exchange Commission in connection with any qualification of the Indenture under the U.S. Trust Indenture Act of 1939, as amended; (vii) to provide for the issuance of additional Notes; or (viii) to make any other change that does not materially and adversely affect the rights of any Holder in Holder; As a condition of its execution of any material respect, subject amendment or supplement to the provisions Indenture or the Notes, the Trustee shall be entitled to receive and rely upon (a) an Officer’s Certificate from the Company certifying that such amendment or supplement shall have no adverse effect on the Holders, and (b) an Opinion of Counsel satisfactory to the Indenture; make any Trustee opining as to the compliance of such amendment to or supplement with the provisions of the Indenture relating to and the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture Indenture, or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Notes. Subject to certain exceptions set forth in the payment Indenture, without the consent of any Holder, the principal of, premium, if any, or interest on Company and the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of Trustee may amend the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended (i) to cure any ambiguity, omission omission, mistake, defect or inconsistency; to provide for the assumption of inconsistency as certified by the Company’s obligations under the Indenture; (ii) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (iii) to add Guarantees comply with respect the covenant relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Company’s or any Guarantor’s obligations to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under Holders in a transaction that complies with the Indenture; add (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (vi) to add covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the CompanyCompany or any Guarantor; make any change that does not adversely affect (vii) to comply with requirements of the rights SEC in order to effect or maintain the qualification of any Holder in any material respect, subject the Indenture under the Trust Indenture Act; (viii) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the provisions requirements thereof; (ix) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (x) to add a Guarantor under the Indenture or to release a Guarantor in accordance with the terms of the Indenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor; (xi) to conform the text of the Indenture, the Guarantees or the Notes to any provision of the Offering Memorandum under the caption “Description of Notes” to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the Notes as certified by the Company; (xii) to make certain changes to the Indenture to provide for the issuance of Additional Notes; or (xiii) to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of NotesNotes as permitted by the Indenture, including, without limitation to facilitate the issuance of the Notes and administration of the Indenture; provided, however, that (Ai) compliance with the Indenture as so amended would not result in 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 Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject This Agreement contains the entire agreement between the parties relating to certain exceptionsthe subject matter hereof, the Indenture and no term or the Notes provision hereof may be amended or supplemented with the consent waived except from time to time by: (a) The mutual agreement of the Holders of at least a majority in principal amount of Issuer, the then outstanding Notes voting as a single classNote Administrator, the Trustee, the Advancing Agent, the Servicer, the Operating Advisor and any existing Default (other than a Default in the payment of the principal ofSpecial Servicer, 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without without the consent of any Holder of a Note, the Indenture Noteholders or the Notes may be amended Rating Agencies, (i) to cure any ambiguity, omission defect (ii) to correct or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to supplement any provision herein which may be inconsistent with any other provision herein or in place of certificated Notes; the Offering Memorandum, (iii) to add Guarantees any other provisions with respect to matters or questions arising under this Agreement or (iv) for any other purpose provided, that such action shall not adversely affect in any material respect the Notes or to confirm or evidence the release, termination or discharge interests of any Guarantee when Noteholder without the consent of such releaseNoteholder. (b) The Issuer, termination or discharge is permitted under the Indenture; add to Note Administrator, the covenants Trustee, the Operating Advisor, the Servicer and the Special Servicer, and with the written consent of the Company Noteholders evidencing, in the aggregate, not less than a Majority of the Voting Rights of the Noteholders for the benefit purpose of the Holders adding any provisions to or changing in any manner or eliminating any provisions of Notes or to surrender any right or power conferred upon the Company; make any change this Agreement that does not materially and adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of NotesNoteholders; provided, however, that no such amendment shall (Ai) compliance reduce in any manner the amount of, delay the timing of or change the manner in which payments received on or with respect to the Indenture Commercial Real Estate Loans are required to be distributed with respect to any Underlying Note without the consent of the Noteholders, (ii) adversely affect in any material respect the interests of the holders of a Class of Notes in a manner other than as so amended would not result set forth in (i) above without the consent of the holders of such Class of Notes evidencing, in the Notes being transferred in violation aggregate, not less than 51% of the Securities Act Voting Rights of such Class of Notes; (iii) reduce the aforesaid percentages of Voting Rights of the Notes, the holders of which are required to consent to any such amendment without the consent of 51% of the holders of any affected Class of Notes of then outstanding or, (iv) alter the obligations of the Issuer to make an advance or to alter the Servicing Standard set forth herein. (c) It shall not be necessary for the consent of Noteholders under this Section to approve the particular form of any other applicable securities law proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable regulations as the Issuer may prescribe. (d) In connection with any proposed amendment hereto, the Trustee, the Note Administrator, the Servicer and the Special Servicer (i) shall each be entitled to receive such officer’s certificates as required for amendments to and pursuant to this Agreement, and (Bii) shall not be required to enter into any amendment that affects its obligations, rights, or indemnities hereunder. (e) No amendment of this Agreement shall adversely affect in any material respect the interests of any Companion Participation Holder without the consent of such Companion Participation Holder. (f) Promptly after the execution of any amendment to this Agreement, the Issuer or the Note Administrator shall furnish a copy of such amendment does not materially affect to each Noteholder and the rights of Holders 17g-5 Information Provider pursuant to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 terms of the Indenture. (g) The parties to this Agreement shall be entitled to rely upon an Officer’s Certificate of the Issuer in determining whether or not the Holders would be materially or adversely affected by such change (after giving notice of such change to the Holders). Such determination shall be conclusive and binding on all present and future Holders. None of the parties to this Agreement shall be liable for any such determination made in good faith.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented without prior notice to any holder of Notes but with the written consent of the Holders holders of at least a majority more than fifty percent (50%) in aggregate principal amount of the Notes then outstanding Notes voting as a single class, and any existing Default (other than ii) a 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 noncompliance with any provision of the Indenture or the Notes certain provisions may be waived with the written consent of the Holders holders of a majority Notes representing more than fifty percent (50%) in aggregate principal amount of the Notes then outstanding Notes voting as a single classoutstanding. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder holder of a NoteNotes, the Issuer, the Guarantors and the Trustee may amend the Indenture or the Notes may be amended Notes, among other things (a) to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to holders of Notes and the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or any Guarantor’s assets, as applicable; (d) to provide for additional Pledgors or for the release of a Pledgor’s pledge under the Security Documents in compliance with the Security Documents, the Indenture and the Notes; (e) to add Guarantees with respect additional Collateral to secure the Notes or any Note Guarantee; (f) to confirm make any change that would provide any additional rights or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add benefits to the covenants of the Company for the benefit of the Holders holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the legal rights under the Indenture of any Holder in any material respect, subject such holder; (g) to comply with the provisions requirements of the Indenture; make any amendment Commission in order to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act effect or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with maintain the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for (h) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Note Agreement, the Indenture Issuer may amend the Note Agreement or the this Note (i) so long as any New Investments Notes may be amended remain outstanding or supplemented obligations thereunder remain unpaid, with the written consent of at least a majority in principal amount of the New Investments Notes then outstanding (excluding any New Investments Notes held by the Issuer or any Affiliate) voting as a single class (including consents obtained in connection with a tender offer or exchange for the New Investments Notes), or (ii) thereafter, with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single classclass (including consents obtained in connection with a tender offer or exchange for the Notes and including consents received from the Issuer or any of its Affiliates), and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes provisions may be waived with the written consent of (x) so long as any New Investments Notes remain outstanding or obligations thereunder remain unpaid, holder of at least a majority in principal amount of the Holders New Investments Notes then outstanding (excluding any New Investments Notes held by the Issuer, Sponsor or any Affiliate) voting as a single class (including consents obtained in connection with a tender offer or exchange for the New Investments Notes), or (y) thereafter, the holders of a majority in principal amount of the Notes then outstanding Notes voting as a single classclass (including consents obtained in connection with a tender offer or exchange for the Notes). Without Subject to certain exceptions set forth in the Note Agreement, without the consent of any Holder of a NoteHolder, the Indenture Issuer and the Guarantors shall be entitled to amend the Note Agreement or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; , to provide for the assumption by a Successor Issuer of the Company’s obligations of the Issuer under the Indenture; Note Agreement and hereunder, to provide for uncertificated the assumption by a Successor Guarantor of the obligations of a Subsidiary Guarantor under the Note Agreement and its Guarantee, to provide for Notes in the form of global notes in addition to or in place of certificated Notes; , to add Guarantees with respect to the Notes or Notes, to confirm or evidence secure the releaseNotes, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; to add to the covenants of the Company Issuer for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; Issuer, to make any change that does not adversely affect the rights of any Holder in or to effect any material respect, subject to the provisions provision of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNote Agreement.

Amendment; Waiver. (1) Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount Remaining Principal Amount of the then outstanding Outstanding Notes voting as a single class, and (ii) any existing Default default (other than with respect to nonpayment or in respect of a Default in provision that cannot be amended or supplemented without the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedeach Holder affected) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount aggregate Remaining Principal Amount of the then outstanding Notes voting as a single classOutstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended to to: cure any ambiguity, omission omission, defect or inconsistency; to or provide for the assumption by a Surviving Entity of the obligations of the Company under the Notes or a Subsidiary Guarantor under the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s obligations or such Subsidiary Guarantor’s assets, as applicable, to the extent permitted under the this Indenture; to or provide for uncertificated Notes in addition to or in place of certificated Notes; to provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; or add Guarantees guarantees with respect to the Notes or to confirm secure the Notes; or evidence allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the release, termination or discharge Notes and to release Subsidiary Guarantors from the Note Guarantee in accordance with the terms of any Guarantee when such release, termination or discharge is permitted under the this Indenture; or add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power herein conferred upon the Company; or conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the section “Description of Notes” in the Offering Memorandum to the extent that such provision in such “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes or Note Guarantees; or comply with the requirements of any applicable securities depositary; or make any change that provides any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any such Holder and to provide for a successor Trustee in accordance with the terms hereof, to otherwise comply with any requirement hereof; or provide for the issuance of Additional Notes as permitted by Section 2.2(c) and Section 2.13 of the Indenture, which will have terms substantially identical to the other Outstanding Notes except as specified in Section 2.13 of the Indenture, and which will be treated, together with any other Outstanding Notes, as a single issue of securities; or to make any other changes which do not adversely affect the rights of any Holder of the Holders in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Senior Subordinated Notes may be amended or supplemented without prior notice to any Senior Subordinated Noteholder but with the written consent of the Holders Senior Subordinated Noteholders of at least a majority in aggregate principal amount of the outstanding Senior Subordinated Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Senior Subordinated Noteholders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Senior Subordinated Notes. Subject to certain exceptions set forth in the payment Indenture, without the consent of the principal of, premium, if any, or interest on the any Senior Subordinated Noteholder of Senior Subordinated Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Company and the Senior Subordinated Notes Trustee may amend the Indenture or the Senior Subordinated Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended (i) to cure any ambiguity, omission omission, defect or inconsistency; (ii) to provide for the assumption comply with Article 5 of the Company’s obligations under the Indenture; (iii) to provide for uncertificated Senior Subordinated Notes in addition to or in place of certificated Senior Subordinated Notes; (iv) to add additional Guarantees with respect to the Notes or Senior Subordinated Notes; (v) to confirm or evidence secure the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the IndentureSenior Subordinated Notes; (vi) to add to the additional covenants of the Company for the benefit of the Holders of Notes Senior Subordinated Noteholders or to surrender any right or power rights and powers conferred upon on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder in any material respect, subject Senior Subordinated Noteholder; (ix) to the provisions of the Indenture; make any amendment to change in the subordination provisions of the Indenture relating that would limit or terminate the benefits available to the form, authentication, transfer and legending any holder of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation Senior Indebtedness of the Securities Act Company (or any other applicable securities law and representative thereof) under such subordination provisions; or (Bx) such amendment does not materially affect to provide for the rights of Holders to transfer Notes or comply with any requirement issuance of the SEC in connection with the qualification of the Indenture under the TIA; Senior Subordinated Exchange Notes, Private Senior Subordinated Exchange Notes, or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureAdditional Senior Subordinated Notes.

Amendment; Waiver. Subject to certain exceptions, This Agreement constitutes the Indenture or entire agreement between the Notes may be amended or supplemented with parties concerning Company's security interest in the consent Collateral and the portion of the Holders Indebtedness evidenced hereby and may not be altered or amended except by a writing signed by all parties hereto. Waiver of at least a majority any default hereunder shall not constitute waiver of any subsequent default. Any waiver or consent by Company of or to any default by Debtor hereunder must be in principal amount writing specifically set forth. In addition, any failure or delay on the part of Company to exercise any of the then outstanding Notes voting rights and remedies granted to Company shall not have the effect of waiving any of Company's rights and remedies. Any partial exercise of any rights and/or remedies granted to Company shall furthermore not be construed as a single classwaiver of any other rights and remedies, it being Debtor's intent and agreement that Company's rights and remedies shall be cumulative in nature. To the extent permitted by law, Debtor waives all rights to plead any existing Default (other than a Default in the payment statute 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting limitations as a single classdefense to any action on this Agreement. Without the consent of any Holder of a NoteDEBTOR WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, the Indenture or the Notes may be amended to cure any ambiguitySUIT, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the releasePROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, termination or discharge of any Guarantee when such releaseAND ACKNOWLEDGES THAT THE FOREGOING WAIVER IS A MATERIAL INDUCEMENT TO COMPANY IN ENTERING INTO THIS AGREEMENT AND CREATING IN FAVOR OF DEBTOR THE INDEBTEDNESS SECURED HEREBY AND THAT COMPANY IS RELYING UPON THE FOREGOING WAIVER. DEBTOR WARRANTS THAT IT HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS. IN THE EVENT OF LITIGATION, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureTHIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes Securities may be amended or supplemented with the written consent or affirmative vote of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, Securities and any existing Default (other than a 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 rescindedii) or compliance with any provision of the Indenture or the Notes certain Defaults may be waived with the written consent or affirmative vote of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classSecurities. Without the consent of any Holder of a NoteSecurityholder, the Company and the Trustee may amend the Indenture or the Notes may be amended Securities to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; (i) add to the covenants of the Company for the benefit of the Holders of Notes or to Securities, (ii) surrender any right or power conferred upon the Company in the Indenture, (iii) provide for conversion rights of Holders of Securities if any reclassification or change of the Company's Ordinary Shares or any consolidation, merger or sale of all or substantially all of the Company's assets occurs, (iv) provide for the assumption of the Company's obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to Article VII of the Indenture, (v) reduce the Conversion Price; make any change PROVIDED, HOWEVER, that does such reduction in the Conversion Price shall not adversely affect the rights of any Holder in any material respect, subject to the provisions interest of the Indenture; make any amendment to the provisions Holders of the Indenture relating to the formSecurities (after taking into account tax and other consequences of such reduction), authentication, transfer and legending of Notes; provided, however, that (Avi) compliance comply with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement requirements of the SEC in connection with order to effect or maintain the qualification of the Indenture under the TIA, (vii) make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; PROVIDED, HOWEVER, that such action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, (viii) cure any ambiguity, correct or conveysupplement any provision in the Indenture which may be inconsistent with any other provision therein or which is otherwise defective, transfer, assign, mortgage or pledge as security for to make any other provisions with respect to matters or questions arising under the Notes any property Indenture which the Company may deem necessary or assets in accordance desirable and which shall not be inconsistent with Section 4.05 the provisions of the Indenture; PROVIDED, HOWEVER, that such action pursuant to this clause does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect, and (ix) add or modify any other provisions in the Indenture with respect to matters or questions arising thereunder which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of Securities.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented under certain circumstances with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding 2015 Senior Notes and (ii) certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Outstanding 2015 Senior Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with without the consent of the Holders of a majority in principal amount any 2015 Senior Notes, the Obligor and the Trustee may amend the Indenture: (i) to evidence the succession of another Person to the Obligor and the assumption by any such successor of the then outstanding Notes voting as a single class. Without covenants of the consent of any Holder of a Note, Obligor under the Indenture or and the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated 2015 Senior Notes; (ii) to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Obligor for the benefit of the Holders of the 2015 Senior Notes or to surrender any right or power conferred upon the CompanyObligor; make (iii) to add any change that does not adversely affect additional events of default for the rights benefit of any Holder in any material respect, subject to the provisions Holders of the Indenture2015 Senior Notes; make (iv) to add to or change any amendment to of the provisions of the Indenture relating as necessary to permit or facilitate the issuance of 2015 Senior Notes in bearer form, authenticationregistrable or not registrable as to principal, transfer and legending with or without interest coupons, or to permit or facilitate the issuance of 2015 Senior Notes in uncertificated form; (v) to secure the 2015 Senior Notes; provided(vi) to add or appoint a successor or separate Trustee; (vii) to cure any ambiguity, however, that defect or inconsistency; (Aviii) compliance with to supplement any of the provisions of the Indenture as so amended necessary to permit or facilitate the defeasance and discharge of 2015 Senior Notes, provided that the interests of the holders of the 2015 Senior Notes are not adversely affected in any material respect; (ix) to make any other change that would not result in adversely affect the Notes being transferred in violation Holders of the Securities Act or 2015 Senior Notes in any other applicable securities law and material respect; (Bx) such amendment does not materially affect the rights of Holders to transfer Notes or make any change necessary to comply with any requirement of the SEC Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; or conveyand (xi) to conform the Indenture to the section entitled “Description of Notes” in the prospectus supplement dated September 9, transfer, assign, mortgage or pledge as security for 2009 relating to the Notes any property or assets in accordance with Section 4.05 of the Indenture2015 Senior Notes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Outstanding Notes voting as a single class, and (ii) any existing Default default (other than with respect to nonpayment or in respect of a Default in provision that cannot be amended or supplemented without the payment written consent of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescindedeach Holder affected) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classOutstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company and the Trustee may amend or supplement the Indenture or the Notes may be amended to to, among other things, cure any ambiguity, omission omission, defect or inconsistency; , or to provide for the assumption comply with Article IV of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes; , or to add Note Guarantees with respect to the Notes or to confirm secure the Notes, or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; to add to the additional covenants of the Company or the Note Guarantors for the benefit of the Holders of Notes or surrender rights and powers conferred on the Company or the Note Guarantors, or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject or to provide for the provisions issuance of Additional Notes, or to conform the text of the Indenture; , Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, or to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (Ai) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law laws and (Bii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the consent of the Holders holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class, and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes provisions may be waived with the consent of the Holders holders of a majority in principal amount of the Notes then outstanding Notes voting as a single classoutstanding. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a Noteholder, the Issuer and the Trustee may amend the Indenture or the Notes may be amended to cure any ambiguity, omission omission, mistake, defect or inconsistency; , to provide for the assumption by a Successor (with respect to the Issuer) of the Company’s obligations of the Issuer under the Indenture; Indenture and the Notes, to provide for the assumption by a Successor Company or Successor (with respect to any Restricted Subsidiary that is a Note Guarantor), as the case may be, of the obligations of a Note Guarantor under the Indenture and its Note Guarantee, to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), to add Guarantees a Note Guarantee with respect to the Notes or Notes, to confirm or evidence secure the releaseNotes, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; to add to the covenants of the Company Issuer for the benefit of the Holders of Notes holders or to surrender any right or power conferred upon the Company; Issuer, to make any change that does not adversely affect the rights of any Holder in any material respectholder, subject to conform the provisions text of the Indenture; make , Note Guarantees or the Notes, to any amendment provision of this “Description of Notes” to the provisions extent that such provision in this “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture relating Indenture, Note Guarantees or the Notes, to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; TIA to effect any provision of the Indenture or convey, transfer, assign, mortgage or pledge as security to make certain changes to the Indenture to provide for the Notes any property or assets in accordance with Section 4.05 issuance of the Indentureadditional Notes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent or affirmative vote of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a 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 rescindedii) or compliance with any provision of the Indenture or the Notes certain Defaults may be waived with the written consent or affirmative vote of the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Company and the Trustee may amend the Indenture or the Notes voting as a single class. Without without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; (a) add to the covenants of the Company for the benefit of the Holders of Notes or to Notes; (b) surrender any right or power herein conferred upon the CompanyCompany or the Guarantor; make any change that does not adversely affect the (c) provide for conversion rights of Holders of Notes if any Holder in reclassification or change of the Common Stock or any material respectconsolidation, subject merger or disposition of all or substantially all of the Company's properties and assets occurs; (d) provide for the assumption of the Company's obligations to the provisions Holders of Notes in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to Article VII of the Indenture; make any amendment to (e) increase the provisions of the Indenture relating to the form, authentication, transfer and legending of NotesConversion Rate; provided, however, that such increase in the Conversion Rate shall not adversely affect the interests of the Holders of Notes (Aafter taking into account tax and other consequences of such increase); (f) compliance comply with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement requirements of the SEC in connection with order to effect or maintain the qualification of the Indenture under the TIA; (g) to evidence the succession of another Person as the Guarantor pursuant to Section 14.3 hereof and the assumption by any such successor of the covenants and agreements of the Guarantor contained herein; (h) make any changes or convey, transfer, assign, mortgage or pledge as security for modifications necessary in connection with the registration of the Notes under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause (h) does not adversely affect the interests of the Holders of Notes in any property material respect; (i) cure any ambiguity, correct or assets supplement any provision in accordance the Indenture which may be inconsistent with Section 4.05 any other provision therein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under the Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of the Indenture; provided, however, that such action pursuant to this clause (i) does not adversely affect the interests of the Holders of Notes in any material respect; (j) to evidence the succession of another Person to the Company or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such obligor in the Indenture and in the Notes, in each case in compliance with the provisions of the Indenture; (k) to evidence and provide the acceptance of the appointment of a successor Trustee; or (l) to require the Company to settle its Conversion Obligation in cash with respect to the principal amount of Notes surrendered for conversion.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes voting as (including consents obtained in connection with a single classpurchase of, or tender offer or exchange offer for the Notes). Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture to (i) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (ii) evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company or any Subsidiary Guarantor under the Indenture, the Notes or the Subsidiary Guarantees pursuant to the provisions described under Article Five of the Indenture; (iii) add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes; (iv) cure any ambiguity or correct or supplement any provision contained in the Indenture, the Notes (including the Exchange Notes) or the Subsidiary Guarantees that may be amended defective or inconsistent with any other provision contained in the Indenture; (v) make such other provisions in regard to cure matters or questions arising under the Indenture as the Company may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of Notes; (vi) evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Notes and add to or change any ambiguity, omission defect or inconsistency; of the provisions of the Indenture as shall be necessary to provide for or facilitate the assumption administration of the Company’s obligations trusts under the Indenture by more than the one Trustee pursuant to the requirements of the Indenture; to (vii) provide for uncertificated Notes in addition to or in place of certificated NotesNotes (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); to (viii) add additional Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of and release any Guarantee when such release, termination or discharge is permitted under Subsidiary Guarantor in accordance with the Indenture; add (ix) provide for the issuance of Additional Notes; (x) conform the text of this Indenture or the Notes (including the Exchange Notes) or the Subsidiary Guarantees to any provision of the Description of Notes in the offering memorandum related to the covenants of Notes issued on the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the CompanyIssue Date; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (Axi) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; (xii) to make any change that provides for additional rights or convey, transfer, assign, mortgage or pledge as security for benefits to the Holders of the Notes or does not adversely affect the rights of any property or assets Holder in accordance with Section 4.05 any material respect; (xiii) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes, subject to certain exceptions set forth in the Indenture; (xiv) to supplement any of the provisions of the Indenture to the extent necessary to permit or facilitate defeasance and discharge of the Notes; provided, that the action shall not adversely affect the interests of the Holders of Notes in any material respect; (xv) to provide for a reduction in the minimum denominations of the Notes; or (xvi) to comply with the rules of any applicable Depositary.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture, the Indenture Security Documents or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Outstanding Notes voting as a single class, and (ii) any existing Default (other than with respect to non-payment or in respect of a Default provision that cannot be amended or supplemented without the written consent of each Holder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. However, without the consent of each Holder affected thereby, no amendment may, among other things, reduce the percentage of the principal amount of the Outstanding Notes whose Holders must consent to an amendment, supplement or waiver; reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes; reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; make any Notes payable in money other than that stated in the Notes; make any change in provisions of the Indenture entitling each Holder to receive payment of the principal of, premium, if any, or and interest on such Notes on or after the Notesdue date thereof or to bring suit to enforce such payment, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the permitting Holders of a majority in principal amount of Outstanding Notes to waive Defaults or Events of Default; amend, change or modify in any material respect the then outstanding Notes voting as obligation of the Company to make and consummate a single class. Without the consent Change of any Holder Control Offer in respect of a NoteChange of Control Repurchase Event that has occurred, make and consummate an Asset Sale Offer or a Special Asset Sale Redemption that is required to occur pursuant to the requirements of Sections 3.13 and 3.26 of the Indenture or the Notes may be amended to cure make and consummate an Event of License Loss Offer in respect of an Event of License Loss that has occurred; eliminate or modify in any ambiguity, omission defect or inconsistency; to provide for the assumption of the Companymanner a Subsidiary Guarantor’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the releaseits Subsidiary Guarantee which adversely affects Holders in any material respect, termination or discharge of any Guarantee when such release, termination or discharge is permitted under except as contemplated in the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change to Section 3.10 of the Indenture that does not adversely affect affects the rights of any Holder in any material respect, subject to or amend the provisions terms of the IndentureNotes in a way that would result in a loss of exemption from any applicable taxes; and make any amendment change to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in or the Notes being transferred in violation that adversely affects the ranking of the Securities Act or any other applicable securities law and (B) such amendment does Notes, provided that, for the avoidance of doubt, a change to Section 3.18 shall be understood not materially to adversely affect the rights of Holders to transfer Notes or comply with any requirement ranking of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.Notes

Amendment; Waiver. Subject to certain exceptionsNotwithstanding any other provision of the Disclosure Agreement, the Indenture Issuer and the Trustee may amend the Disclosure Agreement (and the Trustee and the Dissemination Agent shall agree to any amendment so requested by the Issuer, provided, neither the Trustee nor the Dissemination Agent shall be obligated to enter into any such amendment that modifies or increases its duties or obligations hereunder), and any provision of the Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the Notes may be type of business conducted; (b) The undertaking, as amended or supplemented taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either: (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders; or (ii) does not, in the opinion of the Trustee or nationally recognized bond counsel, materially impair the interests of the Holders of at least a majority in principal amount or Beneficial Owners of the then outstanding Notes voting as Bonds. In the event of any amendment or waiver of a single class, and any existing Default (other than a 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 Indenture or Disclosure Agreement, the Notes may be waived with Issuer shall describe such amendment in the consent next Annual Report, and shall include, as applicable, a narrative explanation of the Holders reason for the amendment or waiver and its impact on the type (or, in the case of a majority change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in principal amount preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(f); and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the then outstanding Notes voting as a single class. Without new accounting principles and those prepared on the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption basis of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indentureformer accounting principles.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented under certain circumstances with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Senior Notes and (ii) certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Outstanding Senior Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with without the consent of the Holders of a majority in principal amount any Senior Notes, the Obligor and the Trustee may amend the Indenture: (i) to evidence the succession of another Person to the Obligor and the assumption by any such successor of the then outstanding Notes voting as a single class. Without covenants of the consent of any Holder of a Note, Obligor under the Indenture or and the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Senior Notes; (ii) to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Obligor for the benefit of the Holders of the Senior Notes or to surrender any right or power conferred upon the CompanyObligor; make (iii) to add any change that does not adversely affect additional events of default for the rights benefit of any Holder in any material respect, subject to the provisions Holders of the IndentureSenior Notes; make (iv) to add to or change any amendment to of the provisions of the Indenture relating as necessary to permit or facilitate the issuance of Senior Notes in bearer form, authenticationregistrable or not registrable as to principal, transfer and legending with or without interest coupons, or to permit or facilitate the issuance of Senior Notes in uncertificated form; (v) to secure the Senior Notes; provided(vi) to add or appoint a successor or separate Trustee; (vii) to cure any ambiguity, however, that defect or inconsistency; (Aviii) compliance with to supplement any of the provisions of the Indenture as so amended necessary to permit or facilitate the defeasance and discharge of Senior Notes, provided that the interests of the holders of the Senior Notes are not adversely affected in any material respect; (ix) to make any other change that would not result in adversely affect the Notes being transferred in violation Holders of the Securities Act or Senior Notes; (x) to make any other applicable securities law and (B) such amendment does not materially affect the rights of Holders change necessary to transfer Notes or comply with any requirement of the SEC Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; or conveyand (xi) to conform the Indenture to the section entitled “Description of Notes” in the prospectus supplement dated May 23, transfer, assign, mortgage or pledge as security for 2007 relating to the Notes any property or assets in accordance with Section 4.05 of the IndentureSenior Notes.

Amendment; Waiver. Subject to certain exceptionsNotwithstanding any other provision of this Disclosure Agreement, the Indenture or the Notes Issuer may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single classamend this Disclosure Agreement, and any existing Default provision of this Disclosure Agreement may be waived, if the following conditions are met: (a) The amendment or waiver may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the Issuer, or an obligated person, or the type of business conducted; and (b) This Disclosure Agreement, as amended or waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver does not materially impair the interests of Bondholders, as determined by an opinion of nationally recognized bond counsel, a certificate from an indenture trustee for the Bonds, or an approving vote of Bondholders pursuant to the terms of the Resolution at the time of the amendment or waiver. In the event this Disclosure Agreement is amended or waived for any reason other than a Default to cure any ambiguities, inconsistencies, or typographical errors that may be contained herein, the Issuer agrees to give an Event Notice with respect to such amendment or waiver to the MSRB in connection with the payment of next Annual Report it files after such event, explaining the principal of, premiumreasons for the amendment or waiver and the impact, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes type of financial statements or operating data being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indentureprovided.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture, the Indenture Guarantees or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class, class and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of the Indenture Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class; provided, however, that if any amendment, waiver or other modification will only affect the Notes, only the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (and not the consent of the majority of all Notes) shall be required. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Indenture Company, the Guarantors and the Trustee may amend the Indenture, the Guarantees or the Notes may be amended (i) to cure any ambiguity, omission omission, defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; (ii) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (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) or to alter the provisions of Article 2 of the Indenture or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not adversely affect any Holder; (iii) to add Guarantees with respect provide for the assumption of the Company's or a Guarantor's obligations to Holders of the Notes by a successor to the Company or a Guarantor in case of a merger or consolidation; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the legal rights under the Indenture of any Holder in any material respect, subject such Holder; (v) to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance comply with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement requirements of the SEC in connection with order to effect or maintain the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.Trust Indenture Act;

Amendment; Waiver. Subject to certain exceptions, exceptions set forth in the Indenture or (including that no provision of the Indenture with respect to the Issuers’ obligations to redeem the Notes through a Special Mandatory Redemption may be amended or supplemented with waived in a manner that would materially adversely affect the holders of the Notes without the consent of each holder of an outstanding Note affected), (i) the Holders Indenture, the Notes, the Subsidiary Guarantees and the Escrow Agreement may be amended with the written consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding and (ii) any past default or compliance with any provisions may be waived with the written consent of the holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class, and any existing Default (other than a Default outstanding. Subject to certain exceptions set forth in the payment of the principal ofIndenture, 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 Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without without the consent of any Holder of a Noteholder, the Indenture or Issuers and the Notes Trustee may be amended amend the Indenture, the Notes, the Subsidiary Guarantees and/or the Escrow Agreement (i) to cure any ambiguity, omission omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company (with respect to the Issuers) of the Company’s obligations of the Issuers under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture, the Notes and its Subsidiary Guarantee; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (Athe uncertificated Notes are issued in registered form for purposes of Section 163(f) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act Code, or any other applicable securities law and (Bin a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with Code; (v) to conform the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 text of the Indenture., the Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Subsidiary Guarantee or the Notes was intended by the Issuers to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officer’s Certificate;

Amendment; Waiver. Subject to certain exceptions, the Indenture No amendment or the Notes may be amended waiver of any provision of this Agreement or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default other Loan Document (other than a Default Hedging Agreements and Hedging Arrangements) or consent to any departure therefrom by Borrowers or the Banks shall be effective unless the same shall be in writing and signed by Borrowers, the Agent and the Required Banks; provided, that without the written consent of all of the Banks, no amendment or waiver to this Agreement or any other Loan Document (other than Hedging Agreements and Hedging Arrangements) shall (i) change the scheduled payment dates or maturity of the Credit Loan, or (ii) change the principal of or the rate or time of payment of the principal of, premium, if any, interest or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees premium payable with respect to any Note, or (iii) increase the Notes Commitments, or to confirm (iv) release any of the Borrowers, or evidence affect the releasetime, termination amount or discharge allocation of any Guarantee when such releaserequired prepayments, termination or discharge is permitted under (v) effect the Indenture; add to the covenants release or substitution of any Collateral (except as contemplated by Section 5.17) or any guarantor of the Company for the benefit of the Holders of Notes Obligations or to surrender any right or power conferred upon the Company; make any change that does not adversely affect subordinate the rights of the Agent and the Banks with respect to Collateral, or (vi) reduce the proportion of the Required Banks required with respect to any Holder in any material respectconsent, or (vii) change the application of payments under Sections 2.09 and 2.17 hereof, or (viii) change the definition of Required Banks or amend this Section 10.12, or (ix) increase or decrease the Borrowing Base. In addition, but subject to those amendments that require the provisions approval of all Banks, if a Borrower or the Guarantor incurs from time to time additional Debt (other than Obligations) in excess of $20,000,000 not in existence on the Closing Date, then the Required Banks shall be entitled to require such amendments to this Agreement and the other Loan Documents as they deem to be reasonably appropriate in light of the Indenture; make any amendment to the provisions terms and conditions of the Indenture relating to the form, authentication, transfer and legending of Notessuch Debt; provided, however, that (A) compliance absent there being any Default or Event of Default and absent any circumstances in connection with the Indenture as so amended incurrence of such Debt that would not result in the Notes being transferred in violation require a waiver or amendment of the Securities Act terms and conditions of this Agreement, for example at Section 6.05 hereof (although nothing herein implies or should be deemed to imply that the Agents or the Banks would agree to any other applicable securities law waiver or amendment) and (B) such amendment does the Leverage Ratio would not materially affect have been violated on the rights of Holders to transfer Notes or comply with any requirement last day of the SEC in connection with fiscal quarter preceding the qualification incurrence of such Debt had such Debt been incurred on such date, then the Required Banks shall not be entitled to require amendments to the definitions of Applicable Margin, EBITDA and Net Debt hereunder and Sections 2.09, 5.07, 5.17, 6.05, 6.08, 8.01(n), 8.01(o) and 8.01(p) hereof. Banks not party to a Hedging Agreement or Hedging Arrangement shall not be entitled to consent to any amendments or other modifications thereto of waivers thereof. Bank Affiliates shall not be entitled to consent to any amendments or other modifications to, or waivers of the Indenture under the TIA; or conveyLoan Documents, transfer, assign, mortgage or pledge other than their applicable Hedging Agreements as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureHedging Arrangements.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or and the Notes Notes, may be amended or supplemented with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and (ii) any past default or compliance with the provisions of the Indenture and the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as (including, without limitation, consents obtained in connection with a single classpurchase of, and any existing Default or tender offer or exchange offer for, Notes). However, certain provisions of the Indenture cannot be amended, supplemented or waived without the consent of each Holder of an outstanding Note affected (other than a Default in the payment including reduction of the principal of, premium, if anyamount of the Notes or the interest rate, or interest on extension of the maturity of the Notes, except waiver of a Default with respect to nonpayment, change of the time for redemption or repurchase pursuant to the Indenture, change of the currency of the Notes, impairment of the right of Holders to receive payment default resulting from an acceleration that has been rescinded) on or compliance with after due dates, change of amendment provisions or subordination of the Notes to any provision other obligations). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; , to provide for comply with Article IV of the Indenture in respect of the assumption by a Successor Company of an obligation of the Company’s obligations Company under the Indenture; , or to provide for uncertificated Notes in addition to or in place of certificated Notes; , to add Guarantees with respect to the Notes additional covenants or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power rights and powers conferred upon on the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the this Indenture under the TIA; Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), if applicable, or convey, transfer, assign, mortgage or pledge as security to provide for the Notes any property or assets in accordance with Section 4.05 appointment of the Indenturea successor trustee.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture, the Indenture or Security Documents, the Intercreditor Agreement, any Guarantee and the Notes may be amended amended, supplemented or supplemented otherwise modified with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (voting as a single class) and (ii) any default or compliance with any provisions may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment Notes. No amendment or waiver may release all or substantially all of the principal of, premium, if any, or interest on Collateral from the Lien of the Indenture and the Security Documents with respect to the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance other than in accordance with any provision the terms of the Indenture or the Notes may be waived with Intercreditor Agreement without the written consent of the Holders of a majority at least two-thirds in aggregate principal amount of the Notes then outstanding Notes voting as a single classoutstanding. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Indenture Company, the Trustee (and/or the Collateral Agent, as applicable) and the other parties thereto, as applicable, may amend, supplement or otherwise modify (and with respect to the Notes may be amended Intercreditor Agreement and any other intercreditor agreement contemplated in this Indenture, replace or substitute) the Indenture, the Security Documents and the Intercreditor Agreement and any Guarantee or Notes, (i) to cure any ambiguity, omission omission, defect or inconsistency; provided such cure does not adversely affect the rights of any Holder; (ii) to conform the text of this Indenture, the Guarantees, the Notes, the Security Documents or the Intecreditor Agreement to any provision under the heading “Description of the New Notes” in the Offering Memorandum to the extent that such provision was expressly intended to be a verbatim recitation of a provision of this Indenture, the Guarantees and the Notes to the extent permitted under this Indenture, as certified by the Company in an Officers’ Certificate; (iii) to provide for the assumption by a successor corporation, partnership or limited liability company of the Company’s obligations of the Company under this Indenture and the Notes to the extent permitted under Article 5 of the Indenture; (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; (v) to add additional Guarantees with respect to the Notes or (including to confirm or evidence the release, termination or discharge comply with Section 4.10 of any Guarantee when such release, termination or discharge is permitted under the Indenture; ), to add to the covenants of the Company for the benefit of the Holders of Notes or Holders, to surrender any right or power conferred upon the Company, to add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein, or 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 permitted by the Indenture and the Security Documents or as required by the Intercreditor Agreement; (vi) to release a Guarantor from its Guarantee when permitted by this Indenture and the Intercreditor Agreement; (vii) to make any change that does not adversely affect the rights of any Holder Holder; (viii) to comply with any requirement of the SEC in any material respectconnection with qualifying or maintaining the qualification of, subject this Indenture under the TIA if such qualification is required; (ix) to make certain changes to this Indenture to provide for the issuance of PIK Notes or to pay PIK Interest in accordance with the terms of this Indenture; (x) to evidence and provide for the acceptance and appointment (A) under this Indenture of a successor Trustee thereunder pursuant to the provisions requirements hereof or (B) under the Security Documents of a successor Collateral Agent thereunder pursuant to the Indenturerequirements thereof; (xi) to make any amendment to the provisions of the this Indenture relating to the form, authentication, transfer and legending of NotesNotes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of Notes (including PIK Notes and any increased principal amount of Notes as payment for PIK Interest); provided, however, that (A) compliance with the this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially adversely affect the rights of Holders any Holder to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIANotes; or convey, transfer, assign, mortgage (xii) to modify the Security Documents and/or the Intercreditor Agreement to secure additional extensions of credit and additional secured creditors holding First Lien Obligations and Second Lien Obligations so long as such First Lien Obligations and Second Lien Obligations are permitted by this Indenture or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureCredit Agreement.

Amendment; Waiver. Subject to certain exceptionsNotwithstanding any other provision of this Disclosure Agreement, the Indenture or Obligated Person, the Notes Issuer, the Trustee and the Disclosure Dissemination Agent may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, amend this Disclosure Agreement and any existing Default (other than a 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 this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to each of the Indenture Obligated Person, the Issuer, the Trustee and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided none of the Obligated Person, the Issuer, the Trustee or the Notes may Disclosure Dissemination Agent shall be waived with obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the consent preceding paragraph, DASNY, the Obligated Person, the Trustee and the Disclosure Dissemination Agent shall have the right to amend this Disclosure Agreement for any of the Holders of a majority in principal amount following purposes: (i) to comply with modifications to and interpretations of the then outstanding Notes voting provisions of the Rule as announced by the Securities and Exchange Commission from time to time; (ii) to add or change a single class. Without dissemination agent for the consent information required to be provided hereby and to make any necessary or desirable provisions with respect thereto; (iii) to evidence the succession of any Holder of a Noteanother person to the Obligated Person, the Indenture Trustee or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for Issuer and the assumption by any such successor of the Company’s obligations under covenants of the Indenture; Obligated Person, the Trustee or the Issuer hereunder; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Obligated Person, the Issuer or the Disclosure Dissemination Agent for the benefit of the Holders of Notes Holders, or to surrender any right or power herein conferred upon the Company; make Obligated Person, the Issuer or the Disclosure Dissemination Agent; (v) for any change that does not adversely affect the rights of any Holder in any material respectpurpose for which, and subject to the provisions of conditions pursuant to which, amendments may be made under the Indenture; make Rule, as amended or modified from time to time, or any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of formal authoritative interpretations thereof by the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureExchange Commission.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any past Default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single classoutstanding. However, and any existing Default (other than a Default subject to certain exceptions set forth in the Indenture, without the consent of each Holder of an outstanding Note affected thereby, no amendment or waiver may, among other things: (i) reduce the principal amount of or change the Stated Maturity of any payment on any Note; (ii) reduce the rate of any interest on any Note; (iii) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed; (iv) change the currency for payment of the principal of, premiumor interest or any Additional Amounts on, if any, any Note; (v) impair the right to institute suit for the enforcement of any right to payment on or with respect to any Note; (vi) waive a Default or Event of Default in payment of principal of and interest on the Notes; (vii) reduce the principal amount of Notes whose Holders must consent to any amendment, except a payment default resulting from an acceleration that has been rescindedsupplement or waiver; (viii) make any change to the first paragraph of Section 9.02 of the Indenture; (ix) modify or compliance with change any provision of the Indenture or affecting the ranking of the Notes may or any Note Guaranty in a manner adverse to the Holders of the Notes; or (x) make any change in any Note Guaranty that would adversely affect the Noteholders. provided that the provisions of the covenants described in Section 4.11 of the Indenture may, except as provided above, be amended or waived with the consent of the Holders of a majority holding not less than 66 2/3% in aggregate principal amount of the then outstanding Notes voting as a single classNotes. Without The Company, the Guarantors and the Trustee may, without the consent of any Holder of a Notethe Notes, amend the Indenture or the Notes may be amended to: (i) to cure any ambiguity, omission omission, defect or inconsistency; ; (ii) to add guarantees or collateral with respect to the Notes; (iii) to comply with Section 5.01 of the Indenture; (iv) to provide for the assumption any guarantee of the Company’s obligations under the Indenture; Notes, to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to secure the Notes or to confirm or and evidence the release, termination or discharge of any Guarantee guarantee of the Notes when such release, termination or discharge is permitted under the by this Indenture; ; (v) to add to the covenants of the Company or the Guarantors for the benefit of the Holders of Notes or Holders; (vi) to surrender any right or power herein conferred upon the Company; Company or the Guarantors; (vii) to evidence and provide for the acceptance of an appointment by a successor Trustee; (viii) to provide for the issuance of Additional Notes; (ix) to make any other change that does not materially and adversely affect the rights of any Holder in any material respect, subject or to conform this Indenture to the provisions section Description of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result Notes in the Notes being transferred in violation of the Securities Act or any other applicable securities law and Offering Memorandum; or (Bx) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement applicable requirements of the SEC SEC, including in connection with the an required qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.Trust Indenture Act