Common use of Amendment; Waiver Clause in Contracts

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

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

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

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

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture Indenture, the Securities or the Securities Security Guarantees may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding voting as a single class and (b) any existing default under, or compliance with any provision of, the Indenture may be waived with the consent of the Holders of a majority in principal amount of the Securities then outstanding voting as a single class. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesIssuer, the Issuer Guarantors and the Trustee may amend the Indenture Indenture, the Security Guarantees or the Securities without notice to or consent of any Securityholder (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities, provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code; (iii) to provide for the assumption by a successor entity of the obligations of the Issuer or any Guarantor in accordance with Section 5.01 of the Indenture; (iv) to add any Guarantor with respect to the Securities, or to release any Guarantor from any of its obligations under its Security Guarantee or this Indenture, in each case, in accordance with the applicable provisions of the Indenture; (v) to make any change that would provide any additional rights or benefits (including the addition of collateral for the purpose of securing the Securities and the Security Guarantees) to the Holders of Securities or that does not adversely affect in any material respect the legal rights under the Indenture, the Securities or the Security Guarantees of any such Holder; (vi) to comply with applicable SEC rules and regulations or changes to applicable law; (vii) to conform the text of the Indenture, the Security Guarantees or the Securities to any provision of the “Description of Notes” section of the Final Offering Memorandum; (viii) to provide for the issuance of Additional Securities in compliance and in accordance with the limitations set forth in the Indenture; (ix) to evidence and or provide for the acceptance of appointment under the Indenture of a successor Trusteetrustee or to comply with any requirements under the TIA; (vix) to secure allow any Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities; or (viixi) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release rules of any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectapplicable securities depository.

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or and the Securities may be amended without prior notice to any Holder but or with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (iib) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Issuer, the Company and the Trustee may shall be entitled to amend or supplement the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, inconsistency; or to surrender any right correct a manifest error or power conferred upon Parent, the Issuer or any other Guarantor by to comply with Section 5.01 of the Indenture; (iii) to add any additional Events of Default; (iv) or to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) or to provide for any Guarantee with respect to the Securities; or to secure the Securities or to confirm and evidence the release, termination or discharge of any Guarantee or Lien securing the Securities when such release, termination or discharge is permitted by the Indenture or make any change that does not adversely affect the rights of any Securityholder; or to conform the terms of the Indenture 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 under the Indenture of a successor Trustee; (vi) Trustee with respect to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by provide for or confirm the terms issuance of the Indenture; (ix) Additional Securities. Subject to subordinate Note Guarantees under the circumstances and to the extent certain conditions set forth in the Indenture; and (x) to cure any ambiguity in , the IndentureIssuer may, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests without consent of the Holders in Holders, be substituted by (i) the Company or (ii) any material respectWholly-Owned Subsidiary of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but under certain circumstances with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Senior Notes and (ii) any default or noncompliance with any provision certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSenior Notes. Subject to certain exceptions set forth in the Indenture, without the consent of the Holders of any Holder of SecuritiesSenior Notes, the Issuer Obligor and the Trustee may amend the Indenture or the Securities Indenture: (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Obligor and the assumption by any such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in Obligor under the Indenture, the Securities Indenture and the applicable Note Guarantee, Senior Notes; (ii) to add to the covenants of Parentsuch further covenants, the Issuer restrictions, conditions or any of their respective Subsidiaries, provisions for the benefit protection of the Holders, or Holders of Senior Notes; (iii) to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureObligor; (iiiiv) to add any additional Events events of Default; (iv) to provide default for uncertificated Securities in addition to or in place the benefit of certificated SecuritiesHolders of the Senior Notes; (v) to evidence and provide for add to or change any of the acceptance provisions of appointment under the Indenture as necessary to permit or facilitate the issuance of a successor TrusteeSenior 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; (vi) to secure the SecuritiesSenior Notes or add guarantees with respect to the Senior Notes; (vii) to comply provide for the issuance of additional Senior Notes in accordance with the Trust Indenture Act or provisions of the Securities Act (including Regulation S promulgated thereunder)Indenture; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indentureappoint a successor or separate Trustee; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to or correct or supplement any provision contained in the Indenture which that may be defective or inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under contained in the Indenture; provided such actions shall not adversely affect that the interests of the Holders of the Senior Notes are not adversely affected in any material respect; (x) to supplement any of the provisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of Senior Notes; (xi) to make any other change that would not adversely affect the Holders of the Senior Notes in any material respect; (xii) to make any change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; and (xiii) to conform the Indenture to the section entitled “Description of Debt Securities” in the prospectus dated September 3, 2024 relating to the Senior Notes or the section entitled “Description of Notes” in the prospectus supplement dated September 4, 2024 relating to the Senior Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities and the Subsidiary Guarantees may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and (ii) any Default or Event of Default (other than (x) with respect to nonpayment or (y) in respect of a provision that cannot be amended without the written consent of each Holder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the Securities then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors and the Trustee may supplement or amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note GuaranteeSubsidiary Guarantees to, (ii) to add to the covenants of Parentamong other things, the Issuer cure any ambiguity, omission, defect or any of their respective Subsidiaries, for the benefit of the Holdersinconsistency, or to surrender any right comply with Article IV or power conferred upon ParentArticle X of the Indenture in respect of the assumption by a Successor Company of an obligation of the Company under the Indenture or by a Successor Guarantor of obligations under a Subsidiary Guarantee, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) , or to evidence and provide for add Guarantees with respect to the acceptance of appointment under the Indenture of a successor Trustee; (vi) Securities or to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees , or to release any Guarantors from Note Guarantees a Subsidiary Guarantor upon its designation as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth an Unrestricted Subsidiary or otherwise in the Indenture; and (x) to cure any ambiguity in accordance with the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add additional covenants or surrender rights and powers conferred on the Company, or to make any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of the Holders in any material respectrespect or to conform the text of the Indenture, the Securities or the Subsidiary Guarantees to the “Description of notes” section of the Offering Memorandum dated May 8, 2013 in certain cases.

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

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

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

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

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

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

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture Indenture, the Securities or the Securities Guarantees may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding voting as a single class and (b) any existing default under, or compliance with any provision of, the Indenture may be waived with the consent of the Holders of a majority in principal amount of the Securities then outstanding voting as a single class. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesIssuer, the Issuer Guarantors and the Trustee may amend the Indenture Indenture, the Guarantees or the Securities without notice to or consent of any Securityholder (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities, provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code; (iii) to provide for the assumption by a successor entity of the obligations of the Issuer or any Guarantor in accordance with Section 5.01 of the Indenture; (iv) to add Guarantors with respect to the Securities, or to release any Guarantor from any of its obligations under its Guarantee or this Indenture, in each case, in accordance with the applicable provisions of the Indenture; (v) to make any change that would provide any additional rights or benefits (including the addition of collateral for the purpose of securing the Securities and the Guarantees) to the Holders of Securities or that does not adversely affect in any material respect the legal rights under the Indenture, the Securities or the Guarantees of any such Holder; (vi) to comply with applicable SEC rules and regulations or changes to applicable law; (vii) to conform the text of the Indenture, the Guarantees or the Securities to any provision of the “Description of Notes” section of the Final Offering Memorandum; (viii) to provide for the issuance of Additional Securities in compliance and in accordance with the limitations set forth in the Indenture; (ix) to evidence and or provide for the acceptance of appointment under the Indenture of a successor Trusteetrustee or to comply with any requirements under the TIA; (vix) to secure allow any Guarantor to execute a supplemental indenture or a Guarantee with respect to the Securities; or (viixi) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release rules of any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectapplicable securities depository.

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

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Securities or the Securities Subordination Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding Securities and (ii) any default or noncompliance with any provision of the Indenture, the Securities or the Subordination Agreement may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities (i) to evidence the succession cure any ambiguity, omission, defect or inconsistency, or to comply with Article V of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) , or to evidence and provide for change the acceptance subordination provisions to limit or terminate the benefits of appointment under the Indenture any holder of a successor Trustee; (vi) Designated Senior Indebtedness, or to secure the Securities; (vii) add further guarantees with respect to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees guarantees as provided by the terms of the Indenture; (ix) , or to subordinate Note Guarantees secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company or the Subsidiary Guarantors, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the circumstances and Act, or to make any other change that does not adversely affect the extent rights of any Securityholder. Subject to certain exceptions set forth in the Indenture; , without the consent of any Securityholder, the Company, BAII and (x) the Trustee may amend the Subordination Agreement to cure any ambiguity in the Indentureambiguity, to correct omission, defect or supplement any provision in the Indenture which may be inconsistent with any other provision therein inconsistency, or to add additional covenants or surrender rights and powers conferred on the Company or BAII, or to make any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of the Holders in any material respectSecurityholder.

Amendment; Waiver. Subject to certain exceptions set forth in the IndentureNo consent, amendment or waiver of any provision of this Agreement shall be effective unless (i) the Indenture same shall be in writing and signed by the Subordinated Trustee (until the Subordinated Secured Obligations have been terminated), the Convertible Trustee (until the Convertible Secured Obligations have been terminated), the Revolving Administrative Agent (until the Revolving Obligations have been paid in full, the Revolving Commitments have terminated and any Revolving Letters of Credit have expired or have been terminated), the Securities may be amended without prior notice Term Loan Administrative Agent (until the Term Loan Obligations have been paid in full) and the Collateral Agent, and, in the case of (x) an amendment to any Holder but with the written consent of the Holders of at least a majority Sections 6(a), 9(d), 11(a) or 12 (or, solely with respect to certain covenants, any amendment to the written consent of at least two-thirds) in aggregate principal amount rights of the Outstanding Securities and Company to approve a substitute Collateral Agent if there is no Trigger Event) or (iiy) an amendment or waiver that has the effect of imposing an obligation on the Company or any default Guarantor that is not already contained in this Agreement, an amendment or noncompliance with any provision may be waived with waiver that has the written consent effect of increasing an obligation of the Holders Company or any Guarantor contained in this Agreement, or an amendment or waiver that has the effect of at least a majority in principal amount reducing any right of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent Company or any other Guarantor and contained in this Agreement, also signed by the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note GuaranteeCompany, (ii) the procedures with respect to add any such amendment, waiver or consent set forth in Article 9 of the Subordinated Indenture are complied with, such procedures being incorporated by reference to this Section 22 to the covenants of Parentsame extent as if such procedures were set forth in their entirety herein, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) the procedures with respect to add any additional Events such amendment, waiver or consent set forth in Section 10.01 of Default; the Revolving Credit Agreement are complied with, such procedures being incorporated by reference to this Section 22 to the same extent as if such procedures were set forth in their entirety herein, (iv) the procedures with respect to provide for uncertificated Securities any such amendment, waiver or consent set forth in addition Section 10.01 of the Term Loan Credit Agreement are complied with, such procedures being incorporated by reference to or this Section 22 to the same extent as if such procedures were set forth in place of certificated Securities; their entirety herein and (v) the procedures with respect to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act any such amendment, waiver or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent consent set forth in Article 17 of the Indenture; and (x) Convertible Indenture are complied with, such procedures being incorporated by reference to cure any ambiguity this Section 22 to the same extent as if such procedures were set forth in their entirety herein. Any such waiver or consent shall be effective only in the Indenturespecific instance and for the specific purpose for which given. Any amendment not made in compliance with this section shall be void. For the avoidance of doubt, each of the parties hereto consents and agrees to correct or supplement the amendments and amendments and restatements to the Subordinated Indenture Security Documents, the Convertible Indenture Security Documents, the Revolving Security Documents and the Term Loan Security Documents executed and delivered in connection with this Agreement and the other Transaction Documents. No delay on the part of any provision Secured Party in the Indenture which may be inconsistent with exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial waiver by such Secured Party of any right, power or remedy preclude any further exercise thereof, or the exercise of any other provision therein right, power or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectremedy.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount at maturity of the Outstanding Securities Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and (iib) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount at maturity of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesNotes, the Issuer Holdings and the Trustee may amend the Indenture or the Securities Notes (ia) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (b) to the Issuer, Parent or any other Guarantor and the assumption by such successor comply with Article 5 of the covenants Indenture; (c) 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 IssuerCode, Parent or any other Guarantor, respectively, in a manner such that the Indenture, uncertificated Notes are described in Section 163(f)(2)(B) of the Securities and Code); (d) to secure the applicable Note Guarantee, Notes; (iie) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Holdings for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by on Holdings in the Indenture; (iiif) to add comply with any additional Events requirement of Defaultthe SEC in connection with qualifying, or maintaining the qualification of the Indenture under the TIA; (ivg) to make any change that does not adversely affect the rights of any Holder; or (h) to provide for uncertificated Securities the issuance of the Exchange Notes which shall have terms substantially identical in addition all material respects to the Initial Notes (except that the transfer restrictions contained in the Initial Notes shall be modified or in place eliminated, as appropriate), and which shall be treated, together with any outstanding Initial Notes, and any PIK Notes issued on the Initial Notes or the Exchange Notes as a single issue of certificated Securitiessecurities; (vi) to evidence change the name or title of the Notes or the Exchange Notes and to make conforming changes related thereto or (j) to provide for the acceptance issuance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances PIK Notes and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided exchange notes for such actions shall not adversely affect the interests of the Holders in any material respectPIK Notes.

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes then outstanding and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding SecuritiesNotes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the The Issuer and the Trustee may amend the Indenture Indenture, the Notes and the Guarantees without notice to or the Securities consent of any holder (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add provide for the assumption by a Successor Company (with respect to the covenants Issuer) of Parent, the obligations of the Issuer or any of their respective Subsidiaries, for under the benefit of Indenture and the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureNotes; (iii) to add provide for the assumption by a Successor Person (with respect to any additional Events Guarantor), of Defaultthe obligations of a Guarantor, under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to evidence and provide for conform the acceptance text of appointment under the Indenture Indenture, the Notes or the Guarantees to any provision of the “Description of 2023 notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Notes or the Guarantees was intended by the Issuer to be a verbatim recitation of a successor Trusteeprovision in the “Description of 2023 notes” in the Offering Memorandum, as stated in an Officers’ Certificate of the Issuer; (vi) to secure add a Guarantee or collateral with respect to the SecuritiesNotes; (vii) to comply with secure the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Notes; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees a Guarantee as provided permitted by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and add to the extent set forth in covenants of the IndentureIssuer for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; and (x) to cure comply with any ambiguity requirement of the SEC in connection with qualifying or maintaining the Indenturequalification of, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the IndentureTIA; provided such actions shall (xi) to make any change that does not adversely affect the interests rights of the Holders any holder in any material respect; or (xii) to effect any provisions of the Indenture or to make changes to the Indenture to provide for the issuance of Additional Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer and the Trustee may amend the this Indenture or the Securities Notes (provided that the Issuer need not act to amend this Indenture to add Subsidiary Guarantors on the Issue Date): (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guaranteeinconsistency, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit comply with Article 5 of the HoldersIndenture, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code, (iv) to add Guarantees with respect to the Notes or to secure the Notes, (v) to evidence and provide add to the covenants of the Issuer or any Parent of the Issuer for the acceptance benefit of appointment under the Indenture Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of a successor Trustee; the Issuer, (vi) to secure comply with any requirement of the Securities; SEC in connection with qualifying this Indenture under the TIA, (vii) to comply effect any provision of this Indenture (including to release any Guarantees in accordance with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunderterms of this Indenture); , (viii) to add Note Guarantees make any change that does not adversely affect the rights of any Holder, or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under provide for the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests issuance of the Holders in any material respectExchange Notes or Additional Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but under certain circumstances with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Senior Notes and (ii) any default or noncompliance with any provision certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSenior Notes. Subject to certain exceptions set forth in the Indenture, without the consent of the Holders of any Holder of SecuritiesSenior Notes, the Issuer Obligor and the Trustee may amend the Indenture or the Securities Indenture: (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Obligor and the assumption by any such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in Obligor under the Indenture, the Securities Indenture and the applicable Note Guarantee, Senior Notes; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Obligor for the benefit of Holders of the Holders, Senior Notes or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureObligor; (iii) to add any additional Events events of Defaultdefault for the benefit of Holders of the Senior Notes; (iv) to provide for uncertificated Securities in addition add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of Senior Notes in place bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of certificated SecuritiesSenior Notes in uncertificated form; (v) to evidence and provide for secure the acceptance of appointment under the Indenture of a successor TrusteeSenior Notes; (vi) to secure the Securitiesadd or appoint a successor or separate Trustee; (vii) to comply with the Trust Indenture Act cure any ambiguity, defect or the Securities Act (including Regulation S promulgated thereunder)inconsistency; (viii) to add Note Guarantees or to release supplement any Guarantors from Note Guarantees as provided by the terms of the Indentureprovisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of Senior Notes; provided that the interests of the holders of the Senior Notes are not adversely affected in any material respect; (ix) to subordinate Note Guarantees under make any other change that would not adversely affect the circumstances and to Holders of the extent set forth in the IndentureSenior Notes; and (x) to cure make any ambiguity change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; (xi) to conform the Indenture to the section entitled “Description of notes” in the Indentureprospectus supplement dated June 21, 2016 relating to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or Senior Notes; and (xii) to add any other provision with respect to matters or questions arising under reflect the issuance of additional Notes as permitted by Section 2.01 and Section 2.02 of the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

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

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Floating Rate Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Floating Rate Notes (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers and the Trustee may amend the Indenture Indenture, any Guarantee, the Floating Rate Notes or the Securities Security Documents (i) to evidence cure any ambiguity, omission, mistake, defect or inconsistency as certified by the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, Issuers; (ii) to add provide for uncertificated Floating Rate Notes of such series in addition to or in place of certificated Floating Rate Notes (provided that the uncertificated Floating Rate Notes are issued in registered form for purposes of Section 163(f) of the Code); (iii) to comply with the covenant relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Company’s, XxxXx’x or any Guarantor’s obligations to the Holders in a transaction that complies with the Indenture; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (vi) to add covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parent, the Issuer Issuers or any other Guarantor by the IndentureGuarantor; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (vvii) to evidence and provide for the acceptance of and appointment under the Indenture of a successor Trustee; (vi) Trustee or Paying Agent thereunder pursuant to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)requirements thereof; (viii) to add Note Guarantees a Guarantor under the Indenture or to release any Guarantors from Note Guarantees as provided by a Guarantor in accordance with the terms of the IndentureIndenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor; (ix) to subordinate Note Guarantees conform the text of the Indenture, the Guarantees, the Floating Rate Notes or the Security Documents to any provision of the Offering Memorandum under the circumstances and 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, the Floating Rate Notes or the Security Documents as certified by the Issuers; (x) to provide for the issuance of Additional Notes permitted to be issued under the Indenture; (xi) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance of the Floating Rate Notes and administration of the Floating Rate Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Floating Rate Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Floating Rate Notes; (xii) to add additional assets as Collateral; or (xiii) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in the Indenture; and (x) to cure Indenture or any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectSecurity Documents.

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities and (ii) any default or noncompliance compliance with any provision of the provisions of the Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Issuer Issuers and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants comply with Article 5 of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Note Guarantees with respect to the Securities; (v) to evidence and provide for secure the acceptance of appointment under the Indenture of a successor TrusteeSecurities; (vi) to secure add additional covenants or to surrender rights and powers conferred on the SecuritiesIssuers; (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder)TIA; (viii) to add Note Guarantees or to release make any Guarantors from Note Guarantees as provided by change that does not materially and adversely affect the terms rights of the Indentureany Holder; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth make any change in the Indenturesubordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of either of the Issuers or a Note Guarantor (or any representative thereof) under such subordination provisions; and or (x) to cure any ambiguity in provide for the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests issuance of the Holders in any material respectExchange Securities or Private Exchange Securities.

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Subsidiary Guarantees, and the Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesthen outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and (ii) subject to certain exceptions, any Default or Event of Default (other than with respect to nonpayment) 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 (including, without limitation, waivers and consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or the Securities (i) Notes to evidence cure any ambiguity, omission, defect or inconsistency, to comply with Article IV or Article X of the succession Indenture in respect of another Person to the Issuer, Parent or any other Guarantor and the assumption by such a successor of the covenants obligations of the Issuer, Parent Company or any other Guarantor, respectively, in Subsidiary Guarantor under the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (v) Notes, to evidence and provide add Guarantees with respect to the Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee upon its designation as an Unrestricted Subsidiary or otherwise in accordance with the Indenture, to secure the Notes, to add to the covenants of the Company, any Subsidiary Guarantor or other obligor under the Indenture, this Note or the Subsidiary Guarantees for the acceptance benefit of appointment the Holders or that would surrender any right or power conferred upon the Company, any Subsidiary Guarantor or any other obligor or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with any requirement of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to provide for the appointment of a successor Trustee; (vi) trustee, to secure provide for the Securities; (vii) issuance of Additional Notes in accordance with the Indenture, to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees rules of any applicable securities depositary or to release any Guarantors from Note Guarantees as provided by conform the terms text of the Indenture; (ix) , the Notes or the Subsidiary Guarantees to subordinate Note Guarantees under any provisions of the circumstances and to the extent set forth section in the Indenture; and Registration Statement on Form S-3 (xFile No. 333-[ ]) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectCompany, filed with the SEC on [ ], 2007, entitled “Description of notes,” or the related Registration Statement on Form S-3 (File No. 333-[ ]) of the Company, filed with the SEC on [ ], 2007.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding SecuritiesSecurities at the time outstanding and (ii) certain Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture or the Securities so long as such changes, other than those in clause (ii) below, do not materially and adversely affect the interest of the Holders, among other things, (i) to evidence cure any ambiguity, omission, defect or inconsistency, provided that such modification or amendment does not in the succession good faith opinion of another Person to the Issuer, Parent or any other Guarantor Company's Board of Directors and the assumption by such successor Trustee adversely affect the interests of the covenants holders of the IssuerSecurities in any material respect, Parent (ii) to comply with Article 5 or any other Guarantor, respectively, in Section 10.14 of the Indenture, (iii) to secure the Company's obligations or to add any guarantee under the Securities and the applicable Note Guarantee, Indenture; (iiiv) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Company for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parentthe Company, (v) to make any change necessary for the Issuer registration of the Securities under the Securities Act or to comply with the TIA, or any other Guarantor by amendment thereto, or to comply with any requirement of the Indenture; SEC in connection with the qualification of the Indenture under the TIA, provided that such modification or amendment does not, in the good faith opinion of the Company's Board of Directors and the Trustee, adversely affect the interests of the holders of the Securities in any material respect, (iii) to add any additional Events of Default; (ivvi) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) Securities or to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; bearer Securities or (vii) to comply with make any modifications or amendments that do not, in the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms good faith opinion of the Indenture; (ix) to subordinate Note Guarantees under Company's Board of Directors and the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the IndentureTrustee, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders of the Securities in any material respect.

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

Amendment; Waiver. Subject to certain exceptions set forth in the Senior Notes Indenture, (i) the Indenture or Senior Notes Indenture, the Securities Senior Notes, the 2013 Intercreditor Agreement and any Additional Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Senior Notes (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Senior Notes. Subject to certain exceptions set forth in the Senior Notes Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers, and the Trustee may amend the Indenture or Senior Notes Indenture, the Securities Senior Notes, the 2013 Intercreditor Agreement and any Additional Intercreditor Agreement: (i) to evidence cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to give effect to any provision of the succession Senior Notes Indenture (including, without limitation, the release of another Person any Senior Note Guarantees in accordance with the terms of Section 10.06 of the Senior Notes Indenture); (iii) to comply with Article V of the Issuer, Parent or any other Guarantor and Senior Notes Indenture; (iv) to provide for the assumption by such successor a Successor Company of the covenants obligations of any Issuer under the Senior Notes Indenture and the Senior Notes or to provide for the assumption by a Successor Senior Note Guarantor of the Issuer, Parent or any other Guarantor, respectively, in obligations of a Senior Note Guarantor under the Indenture, the Securities Senior Notes Indenture and the applicable its Senior Note Guarantee, (iiv) to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes (provided that the uncertificated Senior Notes are issued in registered form for purposes of Section 163(f) of the Code), (vi) to add a Senior Note Guarantee with respect to the Senior Notes, (vii) to provide for collateral for the Senior Notes in accordance with Section 4.12 of the Senior Notes Indenture, (viii) to add to the covenants of Parentthe Issuers, the Issuer BP I or any of their respective Subsidiaries, Senior Note Guarantor for the benefit of the Holders, holders or to surrender any right or power conferred upon Parentan Issuer or BP I, (ix) to make any change that does not adversely affect the rights of any Holder, (x) to evidence and give effect to the acceptance and appointment under the Senior Notes Indenture, the Issuer 2013 Intercreditor Agreement or any other Guarantor by the Indenture; Additional Intercreditor Agreement of a successor Trustee, (iii) to add any additional Events of Default; (ivxi) to provide for uncertificated Securities the accession of the Trustee to any instrument in addition to or in place of certificated Securities; connection with the Senior Notes, (vxii) to evidence and make changes to the Senior Notes Indenture to provide for the acceptance issuance of appointment under the Indenture of a successor Trustee; Additional Senior Notes, (vi) to secure the Securities; (viixiii) to comply with any requirement of the SEC in connection with the qualification of the Senior Notes Indenture under the Trust Indenture Act Act, if such qualification is required, or (xiv) to conform the text of the Senior Notes Indenture or the Securities Act (including Regulation S promulgated thereunder); (viii) Senior Notes to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms provision of the Indenture; (ix) to subordinate Note Guarantees under description of the circumstances and Senior Notes in the Offering Circular, to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any that such provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests description of the Holders Senior Notes in any material respectthe Offering Circular was intended to be a verbatim recitation of a provision of the Senior Notes Indenture or the Senior Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, Notes, the New Intercreditor Agreement, the Existing Intercreditor Agreement or the Securities Security Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes (voting as a single class) (which consents may be obtained in connection with a tender offer or exchange for the Notes) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes (which consents may be obtained in connection with a tender offer or exchange for the Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture Indenture, Notes, the New Intercreditor Agreement, the Existing Intercreditor Agreement or the Securities any Security Document (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect, mistake or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants comply with Article 5 of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (iv) to add Note Guarantees with respect to the Notes; (v) to evidence and provide for secure the acceptance of appointment Notes, to add additional asset as Collateral, to release Collateral as permitted under the Indenture, the Security Documents, the New Intercreditor Agreement or the Existing Intercreditor Agreement, to add additional secured creditors holding Other Pari Passu Obligations, Junior Lien Obligations or additional First Priority Obligations so long as such obligations are not prohibited by the Indenture of a successor Trusteeor the Security Documents; (vi) to secure add additional covenants of the SecuritiesCompany for the benefit of the Holders or to surrender rights and powers conferred on the Company; (vii) to comply with the Trust requirements of (A) the SEC in order to effect or maintain the qualification of the Indenture Act under the TIA or (B) the New Intercreditor Agreement or the Securities Act (including Regulation S promulgated thereunder)Existing Intercreditor Agreement; (viii) to add Note Guarantees make any change that does not adversely affect the rights of any Holder; or (ix) to provide for the issuance of the Exchange Notes or Additional Notes. Without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver may (i) release any Guarantors all or substantially all of the Collateral from Note Guarantees as provided by the Lien of the Indenture and the Security Documents with respect to the Notes, subject to the terms of the Indenture; New Intercreditor Agreement and the Existing Intercreditor Agreement or (ixii) to subordinate Note Guarantees under the circumstances and to the extent set forth make any change in the Indenture; and (x) to cure any ambiguity provisions in the IndentureNew Intercreditor Agreement, to correct the Existing Intercreditor Agreement or supplement the Indenture or any provision material change in the Indenture which may be inconsistent provisions in the Security Documents, in each case dealing with any other provision therein or to add any other provision the application of proceeds of Collateral upon the exercise of remedies with respect to matters or questions arising under the Indenture; provided such actions shall not Collateral that would adversely affect the interests holders of the Holders in any material respectNotes.

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes and (iib) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Trustee, the Collateral Agent (in respect of matters set forth in clauses (v), (vi), (vii), (viii), (xii), (xv) or (xvi) of this Section 13) and (as applicable) any Subsidiary Guarantor may amend or supplement the Notes Documents (i) to cure any ambiguity, mistake, omission, defect or inconsistency; (ii) to provide for the assumption by a successor of the obligations of the Company or a Subsidiary Guarantor under any Notes Document; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iv) to add Guarantees with respect to the Notes; (v) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for its benefit and the benefit of the Trustee may amend and the Holders, as additional security for the payment and performance of all or any portion of the Obligations securing the Notes and the Subsidiary Guarantees, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Intercreditor Agreements, the Notes Collateral Documents or otherwise; (vi) to provide for the release of Collateral from the Lien pursuant to the Notes Documents when permitted or required by the Notes Documents; (vii) to evidence a successor Trustee or Collateral Agent; (viii) to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee when such release, termination or discharge is provided for under the Indenture or the Securities Notes; (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (iiix) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Company for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parent, the Issuer Company or any other Guarantor by the IndentureSubsidiary Guarantor; (iii) to add any additional Events of Default; (ivx) to provide for uncertificated Securities in addition to or in place confirm the issuance of certificated SecuritiesAdditional Notes; (vxi) to evidence and provide for conform the acceptance text of appointment the Notes Documents to any provision of the Offering Memorandum contained under the Indenture heading “Description of a successor TrusteeNotes;” (xii) to make any change that does not materially adversely affect the rights of any Holder; (vixiii) to secure comply with any requirement of the SecuritiesSEC in connection with any qualification of the Indenture under the TIA or otherwise; (viixiv) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)rules of any applicable depositary; (viiixv) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in necessary to provide for the Indenturegranting of a security interest for the benefit of any Person; and (x) to cure any ambiguity in provided that the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising granting of such security interest is not prohibited under the Indenture; provided such actions shall not adversely affect or (xvi) to provide for the interests accession of any parties to the Holders Notes Collateral Documents (and other amendments that are administrative or ministerial in any material respectnature) in connection with an Incurrence of additional Senior-Priority Obligations permitted by the Indenture.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or and the Securities terms of the Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least not less than a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities of such series affected. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Guarantor and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and Notes or the applicable Note Guarantee, (iia) to cure any ambiguity, omission, defect or inconsistency; (b) to make any change that does not materially adversely affect the interests of the Holders of the Notes; (c) to provide for successors to the Company or the Guarantor; (d) to provide any security for or additional guarantees of the Notes; (e) to add Events of Default with respect to the Notes; (f) to add additional covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parentthe Company or the Guarantor, as the Issuer or any other Guarantor case may be, by the Indenture; (iiig) to add any additional Events comply with the requirements of Defaultthe Commission in order to effect or maintain the qualification of the Indenture under the TIA; (ivh) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (vi) to change or eliminate any of the provisions of the Indenture, provided that such change or elimination shall become effective only when there are no Securities of a prior series outstanding that are entitled to the benefit of such provision; (j) to establish the form or terms of Securities or the related Guarantees as permitted by the Indenture; and (k) to evidence and provide for the acceptance of appointment under the Indenture of by a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision Trustee with respect to matters the Securities of one or questions arising more series and to 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 one Trustee, pursuant to the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding outstanding Securities and (ii) certain Events of Default may be waived with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Company and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person add guarantees with respect to the Issuer, Parent Securities or any other Guarantor and secure the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note GuaranteeSecurities, (ii) to conform as necessary, the Indenture and this Security to the “Description of Notes” as set forth in the Prospectus, (iii) to add to the covenants of Parent, the Issuer Company or any Events of their respective Subsidiaries, Default for the benefit of the HoldersHolders of Securities, or (iv) to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by Company in the Indenture; , (iiiv) to add any additional Events eliminate the right of Default; the Company to make a Physical Settlement Election in order to satisfy its Conversion Obligations pursuant to the Indenture, (ivvi) to provide for uncertificated the assumption by a successor company of the Company’s obligations to the Holders of Securities in addition to the case of a merger, consolidation, sale conveyance, transfer, sale or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment lease as provided under the Indenture of a successor Trustee; (vi) to secure the Securities; Indenture, (vii) to comply with the Trust requirements of the SEC in order to effect or maintain the qualification of the Indenture Act or under the Securities Act (including Regulation S promulgated thereunder); TIA, (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, or to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under in the Indenture; provided , (ix) to make other changes to the Indenture or forms or terms of the Securities so long as no such actions shall not adversely affect change individually or in the aggregate with all other such changes has or will have a material adverse effect on the interests of the Holders of the Securities, (x) to establish the form of Securities substantially in the form of Exhibit B to the Indenture, (xi) to evidence and provide for the acceptance of the appointment under the Indenture of a successor Trustee in accordance with the terms of the Indenture, (xii) to release any material respectGuarantor from any of its obligations under its Subsidiary Guarantee or the Indenture as provided in the Indenture, and (xiii) to provide for uncertificated Securities in addition to or in place of Certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Securities, any Security Documents, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Securities Senior Subordinated Notes Proceeds Loan may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuer, the Trustee and the Trustee Security Agent may amend the Indenture Indenture, the Securities, any Security Documents or the Securities Intercreditor Agreement: (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add give effect to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit provision of the Holders, or to surrender Indenture (including the release of any right or power conferred upon Parent, Subordinated Guarantees in accordance with the Issuer or any other Guarantor by terms of Section 10.06 of the Indenture); (iii) to add any additional Events provide for the assumption by a Successor Company of Defaultthe obligations of the Issuer under the Indenture and the Securities; (iv) to provide for the assumption by a Successor Subordinated Guarantor of the obligations of a Subordinated Guarantor under the Indenture and its Subordinated Guarantee; (v) to comply with Article V of the Indenture; (vi) to provide for uncertificated Securities in addition to or in place of certificated SecuritiesSecurities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (vvii) to evidence and provide for add a Subordinated Guarantee with respect to the acceptance of appointment under the Indenture of a successor Trustee; (vi) Securities or to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or assets to the Collateral, to release collateral from any Guarantors from Note Guarantees as provided Lien pursuant to the Indenture and the Intercreditor Agreement when permitted or required by the terms Indenture, to the extent necessary to provide for the granting of a security interest for the benefit of any person, provided that the granting of such security interest is not prohibited under Section 4.17 of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and add to the extent set forth in covenants of the IndentureIssuer or any Subordinated Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Issuer, Holdings I or any Subordinated Guarantor; and (x) to cure evidence and give effect to the acceptance and appointment under this Indenture and/or the Intercreditor Agreement of a successor Trustee; (xi) to provide for the accession of the Trustee to any ambiguity instrument in connection with the IndentureSecurities; (xii) to provide for the issuance of Additional Securities, which shall have terms substantially identical in all material respects to the Securities, and which shall be treated, together with any outstanding Securities, as a single issue of securities; (xiii) at the Issuer’s election, to correct or supplement any provision in the Indenture which may be inconsistent comply with any other provision therein or to add any other provision requirement of the SEC in connection with respect to matters or questions arising the qualification of this Indenture under the IndentureTrust Indenture Act, if such qualification is required; provided such actions shall (xiv) to make any change that does not adversely affect the interests rights of any Holder; or (xv) to make any change to Article X or Article XI of the Holders Indenture not in conflict with the Indenture that would limit or terminate the benefits available to any material respectholder of Designated Senior Indebtedness (or any Representative thereof) under such Article X or Article XI.

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, the Issuer, the Guarantors, the Trustee and the Collateral Agent may, at any time and from time to time, without the notice to or consent of any Holder Holders of Securities, the Issuer and the Trustee may amend (a) enter into one or more indentures supplemental to the Indenture and/or (b) amend, supplement or otherwise modify the Indenture, the Securities or any other Note Document, in each case: (i) to evidence the succession of another Person person to the Issuer, Level 3 Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Level 3 Parent or any such other Guarantor, respectively, in the Indenture, in the Securities and Securities, in the applicable Note GuaranteeGuarantee and in the applicable Collateral Documents, as applicable; (ii) to add to the covenants of Level 3 Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Level 3 Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee pursuant to the requirements of Section 6.10 of the Indenture or a successor Collateral Agent pursuant to the requirements of the Indenture; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (xa) to cure any ambiguity ambiguity, mistake, omission, defect, inconsistency, or obvious error in the IndentureNote Documents, (b) to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein therein, or to add any other provision with respect to matters or questions arising under the Indenture; provided that, with respect to the foregoing clause (ix)(b), such actions shall not adversely affect the interests of the Holders in any material respectrespect or (c) to amend the legends on any Security to comply with U.S. federal income tax regulations; (x) to add additional assets as Collateral or to release any Collateral from the Liens securing the Securities, in each case pursuant to the terms of the Indenture, the Collateral Documents and the Intercreditor Agreements, as and when permitted or required by the Indenture, the Collateral Documents or the Intercreditor Agreements; (xi) to effect any provision of the Indenture or to make changes to the Indenture to provide for the issuance of Additional Securities; or (xii) to conform the Indenture or the Securities to any provision of the “Description of the New Second Lien Secured Notes” in the offering memorandum for the Exchange Offers dated September 3, 2024. The intercreditor provisions of the Collateral Documents, the Intercreditor Agreements and any other applicable intercreditor agreement may be amended, waived or otherwise modified from time to time with the consent of the parties thereto. In addition, the Issuer may, without the consent of any other party thereto, amend the Collateral Documents, the Intercreditor Agreements and any other applicable intercreditor agreement to designate Indebtedness as “Second-Priority Obligations”, or as any other Indebtedness subject to the terms and provisions of such agreement.

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but under certain circumstances with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities 2022 Senior Notes and (ii) any default or noncompliance with any provision certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities2022 Senior Notes. Subject to certain exceptions set forth in the Indenture, without the consent of the Holders of any Holder of Securities2022 Senior Notes, the Issuer Obligor and the Trustee may amend the Indenture or the Securities Indenture: (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Obligor and the assumption by any such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in Obligor under the Indenture, the Securities Indenture and the applicable Note Guarantee, 2022 Senior Notes; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, Obligor for the benefit of Holders of the Holders, 2022 Senior Notes or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureObligor; (iii) to add any additional Events events of Defaultdefault for the benefit of Holders of the 2022 Senior Notes; (iv) to provide for uncertificated Securities in addition add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of 2022 Senior Notes in place bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of certificated Securities2022 Senior Notes in uncertificated form; (v) to evidence and provide for secure the acceptance of appointment under the Indenture of a successor Trustee2022 Senior Notes; (vi) to secure the Securitiesadd or appoint a successor or separate Trustee; (vii) to comply with the Trust Indenture Act cure any ambiguity, defect or the Securities Act (including Regulation S promulgated thereunder)inconsistency; (viii) to add Note Guarantees or to release supplement any Guarantors from Note Guarantees as provided by the terms of the Indentureprovisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of 2022 Senior Notes, provided that the interests of the holders of the 2022 Senior Notes are not adversely affected in any material respect; (ix) to subordinate Note Guarantees under make any other change that would not adversely affect the circumstances and to Holders of the extent set forth 2022 Senior Notes in the Indentureany material respect; and (x) to cure make any ambiguity change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; and (xi) to conform the Indenture to the section entitled “Description of Notes” in the Indentureprospectus supplement dated September 10, 2012 relating to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect2022 Senior Notes.

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

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

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

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