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 in aggregate principal amount of the outstanding Securities and (ii) any default 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, the Company, the Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange 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 in aggregate principal amount of the outstanding Securities and (ii) any default 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, the CompanyCompany , the Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; or (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities 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 in aggregate principal amount of the outstanding Securities and (ii) any default 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, the CompanyCompany , the Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities 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 in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 provide for the assumption by a Successor Company of the Indentureobligations of the Company under the Indenture and the Securities; (iii) to provide for the assumption by a Successor Guarantor of the 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; Securities (ivprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to secure add Guarantees with respect to the Securities; (vi) to add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; or (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securities.

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 or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes) and (ii) any default existing Default or Event of Default or noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding SecuritiesNotes (including consents 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, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities Notes to: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iii) provide for the assumption of the Company’s obligations to the Holders in the event of any disposition involving the Company that is permitted under Article V of the Indenture in which the Company is not the Surviving Person; (iv) make any change that would provide any additional rights or benefits to add Senior Subordinated Guarantees with respect to Holders or does not adversely affect the Securitieslegal rights of any Holder; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viiivi) add additional Subsidiary Guarantors pursuant to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions Section 4.17 of the Indenture that would limit or terminate the benefits available (which amendment does not require existing Subsidiary Guarantors to any holder of Senior Indebtedness of the Company execute such amendment); (or any Representative thereofvii) under such subordination provisions; or (x) to provide for the issuance of Additional Notes as permitted by Section 2.15 of the Exchange Securities Indenture; (viii) release a Guarantor from its Guarantee when permitted by the Indenture (which amendment does not require existing Subsidiary Guarantors to execute such amendment); or Additional Securities(ix) conform the Indenture or the Notes to provisions of the “Description of Notes” in the Offering Memorandum to the extent such provision was intended to be a substantially verbatim recitation thereof.

Amendment; Waiver. Subject to certain exceptions 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 in aggregate principal amount Principal Amount of the Securities at the time outstanding Securities and (ii) any default certain Defaults may be waived with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the outstanding SecuritiesSecurities at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Guarantors and the Trustee may amend the Indenture or the Securities (i) to comply with Article 5 or Section 10.01 or Section 10.12 of the Indenture, (ii) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; , (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any other change that does not adversely affect the rights of any Holder; Securityholder, (iv) to add covenants, including applicable defeasance provisions relating thereto, and Events of Default or to surrender any rights the Company has under the Indenture that do not adversely affect the Holders of the Securities, (v) to provide security for the Securities, (vi) to evidence and provide for the acceptance of appointment under the Indenture by a successor or another Trustee, (vii) to comply with the TIA or with any requirement of the SEC in connection with the qualification of the Indenture under the TIA, (viii) to add or release any Guarantor pursuant to the terms of the Indenture, and (ix) to make release any change Guarantor pursuant to the terms of the Indenture other than as contemplated under Article 11, provided it does not adversely affect the interests of the Holders of the Securities in any material respect; provided that any amendment made within 15 days after the subordination date of the Indenture solely to conform the provisions of the Indenture that would limit or terminate to the benefits available to any holder of Senior Indebtedness description of the Company (or any Representative thereof) under such subordination provisions; or (x) Securities contained in the Offering Memorandum will not be deemed to provide for adversely affect the issuance interests of Holders of the Exchange 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 in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 provide for the assumption by a Successor Company of the Indentureobligations of the Company under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor of the 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; Securities (ivprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to secure add Guarantees with respect to the Securities; (vi) to add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; or (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securities.

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 in aggregate principal amount of the outstanding Securities 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 past Default and its consequences or any compliance with any 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 SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities Notes (i) to evidence the succession of another Person to the Company and the assumption by such successor of the covenants of the Company under the Indenture and contained in the Notes; (ii) to add to the covenants of the Company, for the benefit of the Holders of all of the Notes, or to surrender any right or power conferred on the Company under the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (iv) to secure the Notes; (v) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 inconsistency in the Indenture, provided that such actions shall not adversely affect the interests of the IndentureHolders of Notes in any material respect; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securities.

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 in aggregate principal amount of the outstanding Securities 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 past Default and its consequences or any compliance with any 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 SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities Notes (i) to evidence the succession of another Person to the Company and the assumption by such successor of the covenants of the Company under the Indenture and contained in the Notes; (ii) to add to the covenants of the Company, for the benefit of the Holders of all of the Notes, or to surrender any right or power conferred on the Company under the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (iv) to secure the Notes; (v) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 inconsistency in the Indenture, provided that such actions shall not adversely affect the interests of the Indenture; (iii) to provide for uncertificated Securities Holders of Notes in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securitiesany material respect; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (viiivii) to make any change evidence the agreement or acknowledgment of a Restricted Subsidiary that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of it is a Guarantor for all purposes under the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative including, without limitation, Article 11 thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securities).

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Notes, the Security Documents or the Securities 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 in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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 Holderholder, the Company, the Guarantors Issuers and the Trustee may amend the Indenture Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or the Securities Intercreditor Agreements (i) to cure any ambiguity, omission, mistake, defect or inconsistency; , (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to an Issuer) of the obligations of an Issuer under the Indenture; , the Notes and the Security Documents, (iii) to provide for the assumption by a Successor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture and its Subsidiary Guarantee and the Security Documents, (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes (ivprovided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC Code, or in order to effect or maintain a manner such that the qualification uncertificated Notes are described in Section 163(f)(2)(B) of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securities.Code),

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement 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 in aggregate principal amount of the outstanding Securities Notes and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holderholder, the Company, the Guarantors Issuer and the Trustee may amend the Indenture Indenture, the Security Documents, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement or the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 provide for the assumption by a Successor Issuer of the Indentureobligations of the Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Pledgor of the obligations of a Subsidiary Pledgor under the Indenture and the Security Documents; (iv) to add a Guarantor with respect to the Notes pursuant to Section 4.11 of the Indenture; (v) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (ivprovided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the Securities; (vCode or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) to secure of the SecuritiesCode; (vi) to add additional covenants or to surrender rights and powers conferred on conform the Company; (vii) to comply with the requirements text of the SEC in order Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement to effect or maintain the qualification any provision of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange 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 in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the CompanyIssuers, the Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 provide for the assumption by a Successor Company of the Indentureobligations of the Issuers under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor of the 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; Securities (ivprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to secure add Guarantees with respect to the Securities; (vi) to add additional covenants of the Issuers for the benefit of the Holders or to surrender rights and powers conferred on the CompanyIssuers; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; or (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securities.

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 in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the CompanyIssuers, the Guarantors and the Trustee may amend the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to conform any provision to the “Description of Notes” in the Offering Circular; (iii) to provide for the assumption by a Successor Company or Successor Co-Issuer of the obligations of the Issuers under the Indenture and the Securities; (iv) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under the Indenture and its Note Guaranty; (v) to comply with Article 5 of the Indenture; (iiivi) 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); (ivvii) to add Senior Subordinated Guarantees additional assets as Collateral, (viii) 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; (ix) to add additional Note Guaranties with respect to the Securities; (v) Securities or to secure the Securities; (vix) to add additional covenants of the Issuers for the benefit of the Holders or to surrender rights and powers any right or power conferred on in the CompanyIndenture upon the Issuers; (viixi) to comply with the requirements any requirement of the SEC in order to effect connection with qualifying, or maintain maintaining the qualification of of, the Indenture under the TIA; (viiixii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xxiii) to provide for the issuance of the Exchange Securities or Additional Securities. In addition, without notice to or consent of any Holder, 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 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 in aggregate principal amount of all the outstanding Securities Notes under the Indenture and (iib) any past default or compliance with any provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of all the outstanding SecuritiesNotes under the Indenture. Subject to certain exceptions set forth in the Indenture, without the consent of any Holderholder, the Company, the Guarantors Issuer and the Trustee may amend the Indenture or the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply provide for the assumption by a Successor (with Article 5 respect to the Issuer) of the Indentureobligations of the Issuer under the Indenture and the Notes; (iii) 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 Sections 163(f), 871(h) and 881(c)(2) 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 Senior Subordinated Guarantees a guarantee or obligor with respect to the SecuritiesNotes; (v) to secure add to the Securitiescovenants of the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that would provide any additional rights or benefits to the holders or does not adversely affect the rights of any Holderholder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xvii) to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Exchange Securities or Additional Securities.Initial Notes, and which

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 in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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, the Company, the Guarantors The Company 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 cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Company) of the Indentureobligations of the Company under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the 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 Securities; (ivNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code; (v) to secure conform the Securitiestext of the Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Notes or the Guarantees was intended by the Company to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add additional a Guarantee with respect to the Notes, (vii) to add collateral to secure the Notes; (viii) to release a Guarantor or any Guarantee of the Notes as permitted by the Indenture; (ix) to add to the covenants of the Company for the benefit of the holders or to surrender rights and powers any right or power herein conferred on upon the Company; (viix) to comply with the requirements any requirement of the SEC in order to effect connection with qualifying, or maintain maintaining the qualification of of, the Indenture under the TIA; (viiixi) to make any change that does not adversely affect the rights of any Holderholder in any material respect; (ixxii) to make provide for the appointment of a successor Trustee as permitted by this Indenture; (xiii) to effect any change in the subordination provisions of the Indenture that would limit or terminate to make changes to the benefits available Indenture to any holder provide for the issuance of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisionsAdditional Notes; or (xxiv) to provide for the issuance of the Exchange Securities Notes or Additional Securitiesprivate exchange notes, which are identical to Exchange Notes except that they are not freely transferable.

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 but with the written consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Securities at the time outstanding Securities and (iib) any default certain Defaults may be waived with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the outstanding SecuritiesSecurities at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (ia) to cure any ambiguity, omission, defect or inconsistency, or make any other changes in the provisions of the Indenture which the Company and the Trustee may deem necessary or desirable; provided that such amendment does not materially and adversely affect rights of the Holders under the Indenture; (iib) to comply with Article 5 of the Indenture; (iiic) to evidence and provide for uncertificated Securities in addition to or in place the acceptance of certificated Securitiesappointment of a successor Trustee; (ivd) to add Senior Subordinated Guarantees with respect make any change that would provide for additional rights or benefits to the SecuritiesHolders or that does not adversely affect the legal rights under the Indenture of any Holder; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (viie) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viiif) modify the restrictions on, and procedures for, resale and other transfers of securities pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally; or (g) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in Holders under the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesIndenture.

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 or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default 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 existing Default and its consequences may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderHolder of Notes, the CompanyIssuer, the Guarantors Guarantor and the Trustee may amend the Indenture or the Securities Notes: (i) to cure any ambiguity, omission, defect evidence the succession of another Person to the Issuer or inconsistencythe Guarantor and the assumption by such successor of the covenants of the Issuer and the Guarantor under the Indenture and contained in the Notes; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the CompanyIssuer or Guarantor; (iii) to add any additional Events of Default; (iv) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (v) to secure the Notes; (vi) to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, or the Trust Indenture Act of 1939, as amended; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIAissue Additional Notes; (viii) to make cure any change ambiguity, omission or defect in the Indenture, or to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein; or (ix) to add any other provisions with respect to matters or questions arising under the Indenture or to modify, alter, amend or supplement the Indenture in any other manner, provided that does such actions shall not adversely affect the legal rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesHolders.

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 in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 provide for the assumption by a Successor Company of the Indentureobligations of the Issuers under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor of the 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; Securities (ivprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to secure add Guarantees with respect to the Securities; (vi) to add additional covenants of the Issuers for the benefit of the Holders or to surrender rights and powers conferred on the CompanyIssuers; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; or (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional 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 in aggregate principal amount of the outstanding Securities Notes and (iib) any default 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, without the consent of any HolderHolder of Notes, the Company, the Guarantors Issuer and the Trustee may amend the Indenture or the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of allow a Successor Issuer to assume obligations under the IndentureIndenture pursuant to, and in compliance with, Section 6.03(a)(i) thereof; (iii) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iv) to add Senior Subordinated additional Guarantees with respect to the SecuritiesNotes; (v) to secure pledge additional Collateral as security for the SecuritiesNotes; (vi) to add additional to the covenants of the Issuer or to surrender rights and powers conferred on the CompanyIssuer; (vii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; or (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securities.

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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and (b) any default or noncompliance with any provision 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 HolderSecurityholder, the Company, the Guarantors and the Trustee may shall be entitled to amend the Indenture Indenture, the Security Guarantees or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) , or to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) , or to add Senior Subordinated Guarantees with respect provide for the assumption of the Company’s or any Guarantor’s obligations to the Securities; (v) to secure Holders in the Securities; (vi) to add additional covenants case of a merger or acquisition, or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements release any Guarantor from any of the SEC in order to effect its obligations under its Security Guarantee or maintain the qualification of the Indenture under (to the TIA; (viii) extent permitted by the Indenture), or to make any change that would provide any additional rights or benefits (including the addition of collateral) to the holders of Securities or that does not adversely affect in any material respect the legal rights under the indenture of any Holder; (ix) such holder, or to make any change in comply with SEC rules and regulations or changes to applicable law, or to conform the subordination provisions text of the Indenture that would limit Indenture, the Security Guarantees or terminate the benefits available Securities to any holder of Senior Indebtedness provision of the Company (“Description of Notes” section of the Final Offering Circular, or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of Additional Securities in accordance with the Exchange Securities limitations set forth in the Indenture as of the Issue Date, or Additional to allow any Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities, or to comply with the rules of any applicable securities depository.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Notes and the Subsidiary Guarantees may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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 Holderholder, the Company, the Guarantors Issuer and the Trustee may amend the Indenture or Indenture, the Securities Notes and/or the Subsidiary Guarantees (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Issuer) of the Indentureobligations of the Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture, the Notes and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (ivprovided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to secure conform the Securitiestext of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Subsidiary Guarantee or the Notes was intended by the Issuer to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (vi) to add additional covenants a Subsidiary Guarantee or collateral with respect to surrender rights and powers conferred on the CompanyNotes; (vii) to secure the Notes; (viii) 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; (ix) to comply with the requirements any requirement of the SEC in order to effect or maintain connection with the qualification of the Indenture under the TIA (if the Issuer elects to qualify the Indenture under the TIA); (viiix) to make any change that does not adversely affect the rights of any Holderholder in any material respect (as determined in good faith by the Issuer); (ixxi) to effect any provision of the Indenture; or (xii) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) changes to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Exchange Securities or Additional SecuritiesInitial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of 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 Securityholder but with the written consent of the Holders of at least a majority 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 HolderHolder of Securities, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) 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 Senior Subordinated Subsidiary Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any HolderSecurityholder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Private Exchange 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 Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default Default or compliance 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 HolderHolder of Securities, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any HolderSecurityholder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company Issuer (or any Representative representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange 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 in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (viivi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiivii) to make any change that does not adversely affect the rights of any Holder; (ixviii) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xix) to provide for the issuance of the Exchange Securities or Additional Securities.

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 or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes) and (ii) any default existing Default or Event of Default or noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding SecuritiesNotes (including consents 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, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities Notes to: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iii) provide for the assumption of the Company’s obligations to the Holders in the event of any disposition involving the Company that is permitted under Article V of the Indenture in which the Company is not the Surviving Person; (iv) make any change that would provide any additional rights or benefits to add Senior Subordinated Guarantees with respect to Holders or does not adversely affect the Securitieslegal rights of any Holder; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viiivi) add additional Subsidiary Guarantors pursuant to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions Section 4.15 of the Indenture that would limit or terminate the benefits available (which amendment does not require existing Subsidiary Guarantors to any holder of Senior Indebtedness of the Company execute such amendment); (or any Representative thereofvii) under such subordination provisions; or (x) to provide for the issuance of Additional Notes as permitted by Section 2.15 of the Exchange Securities Indenture; (viii) release a Guarantor from its Guarantee when permitted by the Indenture (which amendment does not require existing Subsidiary Guarantors to execute such amendment); or Additional Securities(ix) conform the Indenture or the Notes to provisions of the “Description of Notes” in the Offering Memorandum to the extent such provision was intended to be a substantially verbatim recitation thereof.

Amendment; Waiver. Subject to certain exceptions 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 in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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, the Company, the Guarantors The Company 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 cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Company) of the Indentureobligations of the Company under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor), as the case may be, of the obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (ivNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code; (v) to secure conform the Securitiestext of the Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Notes or the Guarantees was intended by the Company to be a verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add additional a Guarantee with respect to the Notes, (vii) to add collateral to secure the Notes; (viii) to release a Guarantee as permitted by the Indenture; (ix) to add to the covenants of RYAM or the Company for the benefit of the holders or to surrender rights and powers any right or power herein conferred on upon RYAM or the Company; (viix) to comply with the requirements any requirement of the SEC in order to effect connection with qualifying or maintain maintaining the qualification of of, the Indenture under the TIA; (viiixi) to make any change that does not adversely affect the rights of any Holderholder in any material respect; or (ixxii) to make effect any change in the subordination provisions of the Indenture that would limit or terminate to make changes to the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) Indenture to provide for the issuance of the Exchange Securities or Additional SecuritiesNotes.

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 Securityholder but with the written consent of the Holders of at least a majority 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 HolderHolder of Securities, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) 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); (iv) to add Senior Subordinated Subsidiary Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any HolderSecurityholder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Private Exchange Securities.

Amendment; Waiver. (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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived or supplemented with the written consent of the Holders of at least a majority in principal amount of the outstanding Securitiesthen Outstanding Notes 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, the Company, the Guarantors Company and the Trustee may amend or supplement the Indenture or the Securities (i) to Notes to, among other things, cure any ambiguity, omission, defect or inconsistency; (ii) or to comply with Article 5 provide for the assumption by a Surviving Entity of the obligations of the Company or a Subsidiary Guarantor obligation under the Note Guarantee under the Notes in the case of a merger or consolidation or sale of all on substantially all of the Company’s or such subsidiary Guarantor’s assets, as applicable, to the extent permitted under the Indenture; (iii) to or provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (ivprovided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; or to add Senior Subordinated Guarantees guarantees with respect to the Securities; (v) Notes or to secure the SecuritiesNotes; (vi) 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 additional to the covenants of the Company for the benefit of the Holders or to surrender rights and powers any right or power herein conferred on upon the Company; (vii) or to comply with the any requirements of the SEC in order to effect or maintain the qualification of the this Indenture under the TIA; (viii) or to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the section ”Description of Notes” in the Offering Circular to the extent that such provision in such “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes or Note Guarantees; or to comply with the requirements of any applicable securities depositary; or to make any change that provides any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder; (ix) such Holder and to make any change provide for a successor Trustee in accordance with the subordination provisions terms of the Indenture that would limit or terminate the benefits available Indenture, to otherwise comply with any holder of Senior Indebtedness requirement of the Company (or any Representative thereof) under such subordination provisionsIndenture; or (x) to provide for the issuance of the Exchange Notes, which will have terms substantially identical to the other Outstanding Notes except for the requirement of a Private Placement Legend and related transfer restrictions under the Securities Act and the Indenture and as to the applicability of additional interest payable as provided in Section 2.14 of the Indenture, and which will be treated, together with any other Outstanding Notes, as a single issue of securities; or to provide for the issuance of Additional SecuritiesNotes as permitted by Section 2.2(c) and Section 2.13 of the Indenture, which will have terms substantially identical to the other Outstanding Notes except as specified in Section 2.13 and Section 2.14 of the Indenture, and which will be treated, together with any other Outstanding Notes, as a single issue of securities; or to provide for a successor Trustee in accordance with the terms of the Indenture; or to otherwise comply with any requirement of this Indenture; or to make any other changes which do not adversely affect the rights of any 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 in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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, the Company, the Guarantors The Company 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 cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Company) of the Indentureobligations of the Company under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor), as the case may be, of the obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (ivprovided, however, that uncertificated Notes are in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode; (v) to secure conform the Securitiestext of the Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add additional covenants or a Guarantee with respect to surrender rights and powers conferred on the CompanyNotes; (vii) to add collateral to secure the Notes; (viii) to release a Guarantor from its Guarantee when permitted or required under the terms of the Indenture; (ix) 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; (x) to comply with the requirements any requirement of the SEC in order to effect connection with qualifying or maintain maintaining the qualification of of, the Indenture under the TIA; (viiixi) to make any change that does not adversely affect the rights of any Holderholder in any material respect; or (ixxii) to make effect any change in the subordination provisions of the Indenture that would limit or terminate to make changes to the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) Indenture to provide for the issuance of the Exchange Securities or Additional SecuritiesNotes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Securities, the Intercompany Agreement and any related documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities at the time outstanding Securities and (ii) certain defaults and noncompliance with certain provisions of the Indenture, the Securities, the Intercompany Agreement and any default related documents 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. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or Indenture, the Securities (i) Securities, the Intercompany Agreement and any related documents to cure any ambiguity, omission, defect or inconsistencyinconsistency or to correct or supplement any provision herein or therein, that may be defective or inconsistent with any other provision herein or therein, provided that such amendment does not adversely affect the rights of any Securityholder; (ii) or to comply with Article 5 of the Indenture; (iii) or to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the any requirements of the SEC in order to effect or maintain connection with the qualification of the Indenture under the TIA; (viii) or to make any change that does not adversely affect the rights of any HolderSecurityholder; (ix) or to make any change in add to the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness covenants of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance benefit of the Exchange Securities Holders or Additional Securitiesto surrender any right or power conferred upon 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 in aggregate principal amount of the Securities then outstanding Securities and (ii) any default or noncompliance with any 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 any HolderSecurityholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) , or to comply with Article 5 of the Indenture; (iii) , or to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (ivprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC Code, or in order to effect or maintain a manner such that the qualification uncertificated Securities are described in Section 163(f)(2)(B) of the Indenture under the TIA; (viii) Code), or to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness (or its Representative), or to add guarantees with respect to the Securities, or to secure the Securities, or to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power conferred on the Company, or to make any change that does not adversely affect the rights of any Securityholder, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act. No amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any Representative thereoftheir representative) under consent to such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securitieschange.

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 Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities then outstanding, and (ii) any default may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securitiesby notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or the premium, if any, or interest on a Security, or (b) a Default in respect of a provision that under Section 9.02 of the Indenture cannot be amended without the consent of each Securityholder affected. Subject to certain exceptions set forth in the Indenture, without notice to or the consent of any HolderSecurityholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 V of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions Article XI of the Indenture that would limit or terminate the benefits available to any holder of Designated Senior Indebtedness Debt (or representatives therefor) under Article XI of the Indenture; (v) to add Guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guaranties as provided in the Indenture; (vi) to secure the Securities, to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Company; (viii) to comply with the requirements of the U.S. Securities and Exchange Commission in connection with qualifying, or any Representative thereof) maintaining the qualification of, the Indenture under such subordination provisionsthe TIA; or (xix) to provide for make any change that does not adversely affect the issuance rights of the Exchange Securities or Additional Securitiesany Securityholder.

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 in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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 Holderholder, the CompanyIssuers, the Guarantors Second Lien Trustee and/or the Second Lien Collateral Agent, as applicable, may amend or supplement any of the Note Documents (including any of the Second Lien Collateral Documents) and the Issuer may direct the Second Lien Trustee may amend and/or the Indenture or Second Lien Collateral Agent, and the Securities Second Lien Trustee and/or the Second Lien Collateral Agent, as applicable, shall enter into an amendment to any of the Note Documents (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Issuer) of the Indentureobligations of the Issuer under any of the Note Documents; (iii) to provide for the assumption by a Successor Person (with respect to any Guarantor or the US Co-Issuer, as applicable), of the obligations of a Guarantor or the US Co-Issuer, as applicable, under any of the Note Documents; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (ivNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to secure the Securities[reserved]; (vi) to add additional covenants a Guarantee or collateral with respect to surrender rights and powers conferred on the CompanyNotes; (vii) to comply with secure the requirements of the SEC in order Notes or to effect or maintain the qualification of the Indenture under the TIAadd additional assets as Second Lien Collateral; (viii) to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under the Indenture, the Second Lien Collateral Documents or the Intercreditor Agreements, as applicable; (ix) to add to the covenants of the Parent or the Issuers for the benefit of the holders or to surrender any right or power herein conferred upon the Parent or the Issuers; (x) to make any change that does not adversely affect the rights of any Holderholder in any material respect; (ixxi) to make give effect to any change in the subordination provisions provision of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; other Note Document, in the case of amendments to Note Documents other than the Indenture, or (x) to make changes to the Indenture to provide for the issuance of Additional Notes; (xii) to provide for the Exchange Securities release of Second Lien Collateral from the Lien pursuant to the Indenture, the Second Lien Collateral Documents and the Intercreditor Agreements when permitted or Additional Securitiesrequired by the Second Lien Collateral Documents, the Indenture or the Intercreditor Agreements; or (xiii) to secure any Indebtedness or other obligations to the extent permitted under the Indenture, the Second Lien Collateral Documents and the 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 Noteholder but with the written consent of the Holders of at least a majority 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, without the consent of any HolderHolder of Notes, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iv) to add Senior Subordinated Guarantees with respect to the SecuritiesNotes or release Guarantors from their Note Guaranties as provided by the terms of the Indenture or the Note Guaranties; (v) to secure the Securities; Notes (vi) and, thereafter, provide releases of collateral in accordance with the security documents entered into in connection therewith), to add additional covenants or to surrender rights and powers conferred on the Company; (viivi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiivii) to make any change that does not adversely affect the rights of any HolderNoteholder in any material respect; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xviii) to provide for the issuance of additional Notes in accordance with the Exchange Securities Indenture; or Additional Securities(ix) conform any provisions of the Indenture to the “Description of Notes” in the Offering Memorandum.

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 Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount at 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 principal amount at maturity of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderHolder of Securities, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 Five of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesSecurityholder.

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 or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes) and (ii) any default existing Default or Event of Default or noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding SecuritiesNotes (including consents 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, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities Notes to: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (iii) provide for the assumption of the Company's obligations to the Holders in the event of any Disposition involving the Company that is permitted under Article V of the Indenture in which the Company is not the Surviving Person; (iv) make any change that would provide any additional rights or benefits to add Senior Subordinated Guarantees with respect to Holders or does not adversely affect the Securitiesinterests of any Holder; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viiivi) add additional Subsidiary Guarantors pursuant to make any change that does not adversely affect Section 4.17 of the rights of any HolderIndenture; (ixvii) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of Exchange Notes or Private Exchange Notes, subject to the Exchange Securities provisions of the Indenture; or (viii) provide for the issuance of Additional SecuritiesNotes as permitted by Section 2.16 of 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 in aggregate principal amount of the outstanding Securities and (ii) any default 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, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Indenture, the Securities or a Subsidiary Guarantee, as applicable, in compliance with Article 5 Section 5.01 of the Indenture; (iii) 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 Internal Revenue Code of 1986, as amended); (iv) to add Senior Subordinated Guarantees with respect to the Securities, including any Subsidiary Guarantee, or to secure the Securities; (v) to secure add to the Securitiescovenants 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 add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that would provide additional rights or benefits to the holders of Securities or does not adversely affect the rights of any Holder; (vii) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; (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 change in amendment to the subordination provisions of the Indenture relating to the transfer and legending of Securities; provided, however, that (a) compliance with the Indenture as so amended would limit or terminate the benefits available to any holder of Senior Indebtedness not result in Securities being transferred in violation of the Company (Securities Act or any Representative thereofother applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (x) to evidence and provide for the acceptance and appointment of a successor trustee under such subordination provisionsthe Indenture; or (xxi) to provide for the issuance of the Exchange Securities or Additional Securities, in accordance with the terms of 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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and (ii) any past default or noncompliance with any provision of the Indenture may be waived with the consent of the Holders of a majority in principal amount then outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) , to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (ivprovided 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), to add Senior Subordinated Guarantees provide for the assumption of the Company's or any Guarantor's obligations to Holders of Securities in the case of a merger, consolidation or sale of assets, to release any Security Guarantee or collateral in accordance with respect the provisions of the Indenture or Pledge Agreement, as the case may be, to provide for additional Guarantors, to make any change that would provide any additional rights or benefits to the Securities; (v) to secure Holders of Securities or that, as determined by the Securities; (vi) to add additional covenants or to surrender rights and powers conferred Board of Directors in good faith, does not have a material adverse effect on the Company; (vii) legal rights under this Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit TIA or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Additional Securities or Additional Securities.in compliance with Article II and Section 4.03

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 holders of at least a majority in aggregate principal amount of all the outstanding Securities Notes under the Indenture and (iib) any past default or compliance with any provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of all the outstanding SecuritiesNotes under the Indenture. Subject to certain exceptions set forth in the Indenture, without the consent of any Holderholder, the Company, the Guarantors Issuer and the Trustee may amend the Indenture or the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply provide for the assumption by a Successor (with Article 5 respect to the Issuer) of the Indentureobligations of the Issuer under the Indenture and the Notes; (iii) 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 Sections 163(f), 871(h) and 881(c)(2) 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 Senior Subordinated Guarantees a guarantee or obligor with respect to the SecuritiesNotes; (v) to secure add to the Securitiescovenants of the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that would provide any additional rights or benefits to the holders or does not adversely affect the rights of any Holderholder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xvii) to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Exchange Securities Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; (viii) to provide for the issuance of PIK Notes or Additional Securities.the increase of the principal amount of the Notes to pay PIK Interest in accordance with the terms of this Indenture; (ix) in the event that any PIK Notes are issued as Definitive Notes, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes; (x) to adjust the Base Price or otherwise give effect to the adjustments provided in Article XI of the Indenture; (xi) to release or subordinate Liens on Collateral in accordance with the Note Documents; (xii) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes when such release,

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 in aggregate principal amount of the outstanding Securities 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 past Default and its consequences or any compliance with any 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 SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities Notes (i) to evidence the succession of another Person to the Company and the assumption by such successor of the covenants of the Company under the Indenture and contained in the Notes; (ii) to add to the covenants of the Company, for the benefit of the Holders of all of the Notes, or to surrender any right or power conferred on the Company under the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (iv) to secure the Notes; (v) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 inconsistency in the Indenture, provided that such actions shall not adversely affect the interests of the Indenture; (iii) to provide for uncertificated Securities Holders of Notes in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securitiesany material respect; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (viiivii) to make any change evidence the agreement or acknowledgment of a Restricted Subsidiary that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of it is a Note Guarantor for all purposes under the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative including, without limitation, Article XII thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange 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 in aggregate principal amount at maturity of the outstanding Securities and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount at maturity of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Issuers and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants of the Issuers for the benefit of the Holders or to surrender rights and powers conferred on the CompanyIssuers; (viivi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiivii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xviii) to provide for the issuance of the Exchange 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 in aggregate principal amount of the outstanding Securities and (ii) any default 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, the Company, the Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; or (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional 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 holders of at least a majority in aggregate principal amount of all the outstanding Securities Notes under the Indenture and (iib) any past default or compliance with any provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of all the outstanding SecuritiesNotes under the Indenture. Subject to certain exceptions set forth in the Indenture, without the consent of any Holderholder, the Company, the Guarantors Issuer and the Trustee may amend the Indenture or the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply provide for the assumption by a Successor (with Article 5 respect to the Issuer) of the Indentureobligations of the Issuer under the Indenture and the Notes; (iii) 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 Sections 163(f), 871(h) and 881(c)(2) 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 Senior Subordinated Guarantees a guarantee or obligor with respect to the SecuritiesNotes; (v) to secure add to the Securitiescovenants of the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the Issuer; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that would provide any additional rights or benefits to the holders or does not adversely affect the rights of any Holderholder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xvii) to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Exchange Securities Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; (viii) to provide for the issuance of PIK Notes or Additional Securitiesthe increase of the principal amount of the Notes to pay PIK Interest in accordance with the terms of this Indenture; (ix) in the event that any PIK Notes are issued as Definitive Notes, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes; (x) to clarify the procedures for adjustment of any series of Notes in accordance with the terms thereof upon the occurrence of any Draw Down Request Amount not being funded in accordance with the terms of the Purchase Agreement; (xi) to release or subordinate Liens on Collateral in accordance with the Note Documents; (xii) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes when such release, termination or discharge is provided for in accordance with this Indenture and the other Note Documents; (xiii) to add any Collateral, to secure the payments due to the holders or to evidence the release, termination or discharge of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; (xiv) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents establishing Note Liens; or (xv) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee. The following amendments, supplements to or waivers of the provisions of the Indenture or any Note Documents will require the written consent of the holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding: (i) the release of all or substantially all of the Collateral from the Liens securing the Notes; (ii) any changes to Section 4.03 of the Indenture and any definitions related thereto; (iii) any changes to Section 4.04 of the Indenture and any definitions related thereto; (iv) any changes to Section 4.09 of the Indenture and any definitions related thereto; and (v) any changes to the definition of “Change of Control” and the provisions of Section 4.08 of the Indenture.

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 in aggregate principal amount of the outstanding 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 Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the CompanyIssuer, the Guarantors Company and the Trustee may shall be entitled to amend or supplement the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) or to correct a manifest error or to comply with Article 5 Section 5.01 of the Indenture; (iii) or to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) or to add Senior Subordinated Guarantees provide for any Guarantee with respect to the Securities; (v) or to secure the Securities; (vi) to add additional covenants Securities or to surrender rights confirm and powers conferred on evidence the Company; (vii) to comply with release, termination or discharge of any Guarantee or Lien securing the requirements of the SEC in order to effect Securities when such release, termination or maintain the qualification of discharge is permitted by the Indenture under the TIA; (viii) to or make any change that does not adversely affect the rights of any HolderSecurityholder; (ix) or to make any change in conform the subordination provisions terms of the Indenture that would limit or terminate with the benefits available to any holder of Senior Indebtedness description thereof set forth in the “Description of the Company (or any Representative thereof) under such subordination provisionsNotes” section of the Offering Memorandum; or (x) to evidence and provide for the acceptance of appointment of a successor Trustee with respect to the Securities or to provide for or confirm the issuance of the Exchange Securities or Additional Securities. Subject to certain conditions set forth in the Indenture, the Issuer may, without consent of the Holders, be substituted by (i) the Company or (ii) any Wholly-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 in aggregate principal amount of the outstanding Securities and (ii) any default 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, the Company, the Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) Securities or to secure the Securities; (viv) to add additional covenants or to surrender rights and powers conferred on the CompanyCompany or any Guarantor; (viivi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiivii) to make any change that does not adversely affect the rights of any Holder; (viii) to conform the text of the Indenture, the Securities or any Guarantee to any provision contained in the Offering Memorandum under the heading “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 Subsidiary Guarantee, as applicable; or (ix) to make any change in amendment to the subordination provisions of the Indenture that would limit or terminate relating to the benefits available to any holder transfer and legending of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange 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 Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount at maturity of the outstanding Securities 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 at maturity of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderHolder of Securities, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 V of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to make certain changes in the subordination provisions; (v) to add Senior Subordinated Guarantees with respect to the SecuritiesSecurities or to release Subsidiary Guarantors from Subsidiary Guaranties as provided in the Indenture; (vvi) to secure the Securities; (vivii) to add additional covenants or to surrender rights and powers conferred on the Company; (viiviii) to comply with the requirements of the SEC U.S. Securities and Exchange Commission in order to effect or maintain the qualification of the Indenture under the TIA; or (viiiix) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesSecurityholder.

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 in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated additional Guarantees with respect to the Securities or to secure the Securities; (v) to secure add to the Securities; (vi) to add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers any right or power conferred on in the Indenture upon the Company; (viivi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiivii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xviii) to provide for the issuance of the Exchange Securities or Additional Securities; (ix) to provide for the release of Collateral from the Liens of the Indenture and the Security Documents when permitted or required by the Security Documents, the Intercreditor Agreement or the Indenture; or (x) to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include the same in the Intercreditor Agreement.

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 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 in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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 Holderholder, the CompanyIssuers, the Guarantors Collateral Agent and the Trustee may amend the Indenture or Indenture, the Securities Notes, the Subsidiary Guarantees, the Security Documents and/or the Intercreditor Agreement (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to an Issuer) of the obligations of an Issuer under the Indenture, the Notes, the Security Documents and the Intercreditor Agreement; (iii) to provide for the assumption by a Successor Co-Issuer (with respect to the Co-Issuer) or Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of the Co-Issuer or Subsidiary Guarantor, as applicable, under the Indenture, the Notes, its Subsidiary Guarantee, the Security Documents and the Intercreditor Agreement; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (ivNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to secure add a Subsidiary Guarantee or collateral with respect to the Securities; Notes, (vi) to add additional covenants release or to surrender rights and powers conferred on subordinate Collateral as permitted by the CompanyIndenture, the Security Documents or the Intercreditor Agreement; (vii) to add additional secured creditors holding other First Priority Lien Obligations, Pari Passu Lien Obligations or Junior Lien Obligations so long as such obligations are not prohibited by the Indenture; (viii) to comply with the requirements any requirement of the SEC in order to effect connection with the qualifying or maintain maintaining the qualification of the Indenture under the TIA, (ix) to add to the covenants of the Issuers for the benefit of the holders or to surrender any right or power herein conferred upon the Issuers; (viiix) to make any change that does not adversely affect the rights of any Holderholder in any material respect (as determined in good faith by the Issuers); (ixxi) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) changes to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Exchange Securities Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; (xii) to effect any provision of the Indenture; (xiii) in the 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; or Additional Securities(xiv) to amend any provision of this Indenture to eliminate the effect of any change from IFRS to GAAP (as determined in good faith by the Issuers). In addition, the Intercreditor Agreement may be amended without prior notice to or the consent of any holder, the Trustee or the Collateral Agent in connection with the permitted entry into the Intercreditor Agreement of any class of additional secured creditors holding First Priority Lien Obligations or Pari Passu 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 in aggregate principal amount of the Securities then outstanding Securities and (ii) any default or noncompliance with any 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 any HolderSecurityholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) , or to comply with Article 5 of the Indenture; (iii) , or to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (ivprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC Code, or in order to effect or maintain a manner such that the qualification uncertificated Securities are described in Section 163(f)(2)(B) of the Indenture under the TIA; (viii) Code), or to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness (or its Representative), or to add guarantees with respect to the Securities, or to secure the Securities, or to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power conferred on the Company, or to make any change that does not adversely affect the rights of any Securityholder, or to comply with any requirement of the SEC in connection with qualifying the Indenture under the Act. No amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any Representative thereoftheir Representative) under consent to such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securitieschange.

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 in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities; provided, however, that if any amendment, waiver or other modification will only affect the Dollar Securities or the Euro Securities, only the consent of the Holders of at least a majority in principal amount of the then outstanding Dollar Securities or Euro Securities (and not the consent of the Holders of at least a majority of all Securities), as the case may be, shall be required. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants of the Company or Holdings for the benefit of the Holders or to surrender rights and powers conferred on the Company; (viivi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiivii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xviii) to provide for the issuance of the Exchange Securities 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 in aggregate principal amount of the outstanding Securities and (ii) any default 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, the CompanyIssuer, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated additional Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on upon the CompanyCompany or the Issuer; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities Securities, Private Exchange Securities, or Additional Securities; or (x) to evidence and provide the acceptance of a successor Trustee under the Indenture.

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 in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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 Holderholder, the Company, the Guarantors Issuer and the Trustee may amend the Indenture Indenture, the Notes, the Guarantees, the Security Documents or the Securities Intercreditor Agreements (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Issuer) of the Indentureobligations of the Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture, its Guarantee and the Security Documents; (iv) to provide for the assumption by a Successor Company (with respect to the Company ) of the obligations of the Company under the Indenture and its Guarantee; (v) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (ivNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the Securities; (vCode, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) to secure of the SecuritiesCode; (vi) to add additional covenants conform the text of the Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreements to surrender rights any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision of the Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreements were intended by the Issuer to be a verbatim recitation of a provision of the “Description of Notes” in the Offering Memorandum as applicable, as stated in an Officers’ Certificate of the Issuer and powers conferred on the Company; (viiviii) to add a Guarantee with respect to the Notes; (ix) to add Collateral to secure the Notes; (x) to release Collateral or a Guarantee as permitted by the Indenture, the Security Documents and the Intercreditor Agreements; (xi) to add additional secured creditors holding Other Second-Priority Obligations, First-Priority Obligations or other Junior Lien Obligation, so long as such obligations are not prohibited by the Indenture or the Security Documents; (xii) to add to the covenants of the Company or the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the Company or the Issuer; (xiii) to comply with the requirements any requirement of the SEC in order to effect connection with qualifying or maintain maintaining the qualification of the Indenture under the TIA; (viiixiv) to make any change that does not adversely affect the rights of any Holderholder in any material respects; or (ixxv) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) changes to provide for the issuance of Additional Notes or Exchange Notes. In addition, the Exchange Securities Intercreditor Agreements may be amended without the consent of any holder or Additional Securitiesthe Trustee in connection with the permitted entry into the Intercreditor Agreements of any class of additional secured creditors holding Other Second-Priority Obligations, First-Priority Obligations or other Junior Lien Obligations to effectuate such entry into the Intercreditor Agreements and to make the lien of such class equal and ratable with, as applicable, the lien of the Other Second-Priority Obligations, First-Priority Obligations or other Junior Lien Obligations.

Amendment; Waiver. Subject to certain exceptions set forth in exceptions, the Company, any Guarantor and the Trustee may amend the Indenture, (i) the Indenture 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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived Guarantees with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) and, subject to Article 6, any existing default or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including 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 HolderHolder of Securities, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (ivprovided, 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; to provide for the assumption of the Company's or any Guarantor's obligations to Holders; to add Senior Subordinated Guarantees with respect to the Securities; (v) Securities or to secure the Securities; (vi) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; to add additional to the covenants for the benefit of the Holders or to surrender rights and powers any right or power herein conferred on upon the Company; (vii) to comply with the any requirements of the SEC in order to effect connection with qualifying, or maintain maintaining the qualification of of, the Indenture under the TIA; (viii) to make any change that does not adversely affect evidence and provide for the rights acceptance and appointment under the Indenture of any Holder; (ix) a successor Trustee pursuant to make any change in the subordination provisions Article 7 of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisionsIndenture; or (x) to provide for the issuance of the Exchange Securities or Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities (except that the transfer restrictions contained in the Original Securities shall be modified or eliminated, as appropriate), and which shall be treated, together with any outstanding Original Securities, as a single issue of 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 126 10 a majority in aggregate principal amount outstanding of the outstanding Securities and (ii) any past default or noncompliance with any provision of the Indenture (other than payment of principal and interest or default in respect of a provision that under Section 9.02 of the Indenture cannot be amended without the consent of each Securityholder affected) may be waived with the written consent of the Holders of at least a majority in principal amount then outstanding of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Guarantors Guarantor Subsidiaries and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) , or to comply with Article 5 V of the Indenture; (iii) , or to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (ivprovided 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), to make any change in Article X or Article XII that would limit or terminate the benefits available to any holder of Senior Indebtedness under Article X or Article XII, to add Senior Subordinated additional Guarantees with respect to the Securities; (v) Securities or to secure the Securities; (vi) , to add make any change that would provide any additional covenants rights or benefits to the Holders of Securities or that does not adversely affect the rights under this Indenture of any such Holder, to surrender rights and powers conferred on the Company; (vii) , to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit TIA or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance and authorization of the Exchange Securities or Additional Private Exchange Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Senior Discount Notes may be amended without prior notice to any Holder Securityholder but with the written consent of the Holders of at least a majority in aggregate principal at maturity amount of the outstanding Securities Senior Discount 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 at maturity of the outstanding SecuritiesSenior Discount Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderHolder of Senior Discount Notes, the Company, the Guarantors BCC and the Trustee may amend the Indenture or the Securities Senior Discount Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 V of the Indenture; (iii) to provide for uncertificated Securities Senior Discount Notes in addition to or in place of certificated SecuritiesSenior Discount Notes; (iv) to add Senior Subordinated Guarantees with respect to the SecuritiesSenior Discount Notes; (v) to secure reflect the Securitiesrelease pursuant to the terms of the Indenture of a Restricted Subsidiary from its obligations with respect to a Subsidiary Guarantee; (vi) to secure the Senior Discount Notes; (vii) to add additional covenants or to surrender rights and powers conferred on the Company; (viiviii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; or (viiiix) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesSecurityholder.

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 in aggregate principal amount of the outstanding Securities and (ii) any default or compliance with any 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 Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Note Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Note Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not materially and adversely affect the rights of any HolderHolder under the provisions of the Indenture; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities Notes or Additional SecuritiesPrivate Exchange 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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture Indenture, the Securities or the Securities (i) Subsidiary Guarantees to cure any ambiguity, omission, defect or inconsistency; (ii) to comply , or provide for the assumption by a Successor Company of an obligation of the Company or any Subsidiary Guarantor under the Indenture in compliance with Article 5 IV of the Indenture; (iii) , or to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) , or to add Senior Subordinated Guarantees guarantees with respect to the Securities; (v) Securities or release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary in compliance with the Indenture, to secure the Securities; (vi) , or to add additional covenants of the Company, or to surrender rights and powers conferred on the Company; (vii) , or to comply with the requirements any request of the SEC Commission in order to effect or maintain the qualification of connection with qualifying the Indenture under the TIA; (viii) Trust Indenture Act, or to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit Securityholder, or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange 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 Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default or noncompliance with any provisions 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 HolderHolder of Securities, the Company, the Guarantors Issuers and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees guarantees or co-obligors with respect to the Securities or to secure the Securities; (v) to secure add to the Securitiescovenants for the benefit of the Securityholders or to surrender any right or power conferred upon the Issuers; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiivii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisionsSecurityholder; or (xviii) to provide for the issuance of the Exchange 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 in aggregate principal amount Original Principal Amount of the Securities at the time outstanding Securities and (ii) any default certain Defaults may be waived with the written consent of the Holders of at least a majority in principal amount aggregate Original Principal Amount of the outstanding SecuritiesSecurities at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) , or to comply with Article 5 or Section 11.14 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) , to secure the Securities; (vi) Company's obligations under this Security or to add to the Company's covenants for the benefit of the Securityholders or to surrender any right or power conferred, in exchange for Holders agreeing to waive their right to require the Company to purchase all or a portion of their Securities on a specified Purchase Date, to add additional covenants Purchase Dates on which Holders may require the Company to purchase all or a portion of their Securities at the applicable Purchase Price and, in addition, to surrender rights and powers conferred on the Company; (vii) pay such Holders additional cash payments in connection therewith, to comply with the requirements any requirement of the SEC in order to effect or maintain connection with the qualification of the Indenture under the TIA; (viii) , or as necessary in connection with the registration of the Securities under the Securities Act or to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesHolders.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Notes and the Collateral Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Securities(including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes) 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 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 Notes then outstanding (including without limitation, 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, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture Indenture, the Notes or the Securities (i) Collateral Documents to cure any ambiguity, omission, defect or inconsistency; (ii) , or to comply with (a) Article 5 IV of the Indenture; Indenture in respect of the assumption by a Successor Company and (iiib) Article IV and Article X of the Indenture in respect of the assumption by a Person of an obligation of a Subsidiary Guarantor under a Subsidiary Guarantee, or to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (iv) Notes, or to add Senior Subordinated Guarantees with respect to the Securities; (v) Notes or to secure the Securities; (vi) Notes, or to release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary or otherwise in accordance with the Indenture, to add additional property or assets as Collateral to secure the Notes and the Subsidiary Guarantees, to release Liens in favor of the Collateral Agent in the Collateral as provided under the collateral release provisions, or to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect , or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make Holder in any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securitiesmaterial respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ix) the Indenture Indenture, the Securities, the Guarantees, any Security Document or the Securities any Intercreditor Agreement may be amended without prior notice to or supplemented, and any Holder but provision thereof may be waived, with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding Securities (voting as a single class) and (iiy) any past default or compliance with any provisions of such documents 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, the CompanyIssuer, the Collateral Agent, the Guarantors and the Trustee may amend or supplement the Indenture Indenture, the Securities, the Guarantees, any Security Document or the Securities any Intercreditor Agreement (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company of the obligations of the Issuer under the Indenture and the Securities in accordance with Article 5 the terms of the Indenture; (iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under the Indenture and its Guarantee in accordance with the terms of the Indenture; (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)); (ivv) to add Senior Subordinated additional Guarantees with respect to the Securities; (v) Securities and to secure release any Guarantor from its Guarantee in accordance with the Securitiesterms of the Indenture; (vi) to add additional to the covenants of the Issuer for the benefit of the Holders or to surrender rights and powers any right or power conferred on in the CompanyIndenture upon the Issuer; (vii) to comply with evidence or provide for the requirements acceptance of the SEC in order to effect or maintain the qualification of appointment under the Indenture under the TIAof a successor trustee or a successor collateral agent; (viii) to make any change that does not adversely affect the rights of any HolderHolder in any material respect; (ix) to make any change in add additional assets as Notes Collateral to secure the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisionsSecurities; or (x) to provide for release Notes Collateral from the issuance 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; (xi) to modify the Security Documents or the Intercreditor Agreements (a) to secure additional extensions of credit and add additional secured creditors holding First Priority Lien Obligations so long as such First Priority Lien Obligations are not prohibited by the provisions of the Exchange Securities Indenture, (b) as provided for in provisions comparable to Section 2.11(b) of the form of Intercreditor Agreement attached as Exhibit D to the Indenture or Additional Securities(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 or to remove the Issuer or any Guarantor as a party to any Intercreditor Agreement to the extent such party ceases to be bound by any and all First Priority Lien Obligations; or (xii) to comply with the rules of any applicable securities depositary.

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 in aggregate principal amount of the outstanding Securities Notes and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holderholder, the Company, the Guarantors Issuers and the Trustee may amend the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply provide for the assumption by a Successor (with Article 5 respect to an Issuer) of the Indentureobligations of an Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Holdco or Successor (with respect to any Restricted Subsidiary that is a Guarantor), as the case may be, of the obligations of a Guarantor under the Indenture and the Security Documents; (iv) to add a Guarantor with respect to the Notes pursuant to Section 4.11 of the Indenture; (v) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; Notes (ivprovided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the Securities; (vCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) to secure of the SecuritiesCode); (vi) to conform the text of the Indenture, the Notes, the Security Documents or the Intercreditor Agreement to any provision of the “Description of Notes” in the Offering Memorandum 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 Notes, the Security Documents or the Intercreditor Agreement; (vii) to add Collateral to secure the Notes; (viii) to add additional covenants of the Issuers for the benefit of the holders or to surrender rights and powers conferred on the CompanyIssuers; (viiix) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiix) to make any change that does not adversely affect the rights of any Holderholder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xxi) to provide for the issuance of the Exchange Securities Notes or Additional SecuritiesNotes; (xii) to release Collateral as permitted by the Indenture or the Intercreditor Agreement; or (xiii) to add additional secured creditors holding Other Second-Lien Obligations so long as such obligations are not prohibited 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 Notes and the Guarantees may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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, the Company, the Guarantors The Issuers 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 cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Issuer) of the Indentureobligations of the Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Person (with respect to any Guarantor or the US Co-Issuer, as applicable), of the obligations of a Guarantor or the US Co-Issuer, as applicable, under the Indenture and the Notes or its Guarantee, as applicable; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (ivNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to secure conform the Securitiestext of the Indenture, the Notes or the Guarantees to any provision of the “Description of 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 provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate of the Issuer; (vi) to add additional covenants a Guarantee or collateral with respect to surrender rights and powers conferred on the CompanyNotes; (vii) to comply with secure the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIANotes; (viii) to release a Guarantee as permitted by the Indenture; (ix) to add to the covenants of the Parent or the Issuers for the benefit of the holders or to surrender any right or power herein conferred upon the Parent or the Issuers; (x) to make any change that does not adversely affect the rights of any Holderholder in any material respect; or (ixxi) to make effect any change in the subordination provisions provision of the Indenture that would limit or terminate to make changes to the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) Indenture to provide for the issuance of the Exchange Securities or Additional SecuritiesNotes.

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 in aggregate principal amount Principal Amount of the Notes at the time outstanding Securities and (ii) any default certain Defaults may be waived with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the outstanding SecuritiesNotes at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderNoteholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities Notes (i) to cure evidence the succession of another corporation to the Company and the assumption by any ambiguity, omission, defect or inconsistencysuch successor of the covenants of the Company in the Indenture and in the Notes; (ii) to comply with Article 5 add to the covenants, agreements and obligations of the IndentureCompany for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (iii) to provide for uncertificated Securities in addition to or in place the issuance of certificated Securitiesthe Exchange Notes as permitted by the Indenture; (iv) to add Senior Subordinated Guarantees with respect to provide for the Securitiesissuance of Additional Notes as permitted by the Indenture; (v) to secure evidence and provide for the Securitiesacceptance of appointment by a successor Trustee with respect to the Notes; (vi) to add additional covenants cure any ambiguity, defect or to surrender rights and powers conferred on the Companyinconsistency; (vii) to secure the Notes; (viii) to make any other change that does not adversely affect the rights of any Noteholder; or (ix) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange 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 in aggregate principal amount of the outstanding Outstanding Securities and (ii) any default 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 Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderHolder of Securities, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) evidence the succession of another Person to comply with Article 5 the Company and the assumption by such successor of the Indenture; (iii) to provide for uncertificated Securities covenants of the company under the Indenture and contained in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (viii) to add additional covenants or to surrender rights and powers conferred on the Company; (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 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 provisions with respect to matters or questions arising under the Indenture, provided that such actions shall not adversely affect the interests of the Holders 165 in any material respect; or (viii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Trust Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesAct.

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 in aggregate principal amount of the Notes then outstanding Securities voting as a single class and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Notes then outstanding Securitiesvoting as a single class. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors The Company 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 cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Company) of the Indentureobligations of the Company under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor) of the 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 Securities; (ivNotes, provided, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code; (v) to secure add a Guarantee with respect to the Securities; Notes, (vi) to add additional covenants or collateral to surrender rights and powers conferred on secure the CompanyNotes; (vii) to comply with the requirements release a Guarantor or any Guarantee of the SEC in order to effect or maintain Notes as permitted by the qualification of the Indenture under the TIAIndenture; (viii) 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; (ix) to make any change that does not adversely affect the rights of any Holderholder in any material respect; (ixx) to conform the text of the 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 Company to be a verbatim recitation of a provision in the “Description of the Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (xi) to provide for the appointment of a successor Trustee as permitted by this Indenture; (xii) to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, the Indenture under the TIA; (xiii) to effect any provisions of the Indenture; or (xiv) to make any change in the subordination provisions of changes to the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesNotes.

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 in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the CompanyIssuer, the Guarantors and the Trustee may amend the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Issuer of the obligations of the Issuer under the Indenture and the Securities; (iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under the Indenture and its Guarantee; (iv) to comply with Article 5 of the Indenture; (iiiv) to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (ivprovided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the Securities; (vCode, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) to secure of the SecuritiesCode); (vi) to add additional covenants Guarantees with respect to the Securities or to surrender rights and powers conferred on secure the CompanySecurities; (vii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer; (viii) to comply with the requirements any requirement of the SEC in order to effect connection with qualifying or maintain maintaining the qualification of the Indenture under the TIA; (viiiix) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for add additional assets as Collateral, and (xi) to release Collateral from the issuance of Lien pursuant to the Exchange Securities Indenture, the Security Documents and the Intercreditor Agreement when permitted or Additional Securitiesrequired by the Indenture or the 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 in aggregate principal amount Principal Amount at Maturity of the Securities at the time outstanding Securities and (ii) any default certain Defaults 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. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) , to comply with Article 5 or Section 10.14 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) , to secure the Securities; (vi) Company's obligations under this Security, to add additional to the Company's covenants for the benefit of the Securityholders or to surrender rights and powers conferred on the Company; (vii) any right or power conferred, to comply with the requirements any requirement of the SEC in order to effect or maintain connection with the qualification of the Indenture under the TIA; (viii) TIA or to make any change that does not adversely affect the rights of any Holder; (ix) Holders, provided that any changes made solely to make any change in conform the subordination provisions Indenture or the Securities to the "Description of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness New Notes" section of the Company (or Prospectus shall not be deemed to adversely affect the rights of any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesHolders.

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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the 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 HolderSecurityholder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) , or to comply with Article 5 V of the Indenture; (iii) , or to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) , or to change the subordination provisions to limit or terminate the benefits of any holder of Designated Senior Indebtedness, or to add Senior Subordinated Guarantees further guarantees with respect to the Securities; (v) Securities or to release guarantees as provided by the terms of the Indenture, or to secure the Securities; (vi) , or to add additional covenants or to surrender rights and powers conferred on the Company; (vii) Company or the Subsidiary Guarantors, or to comply with the requirements any requirement of the SEC in order to effect or maintain the qualification of connection with qualifying the Indenture under the TIA; (viii) Act, or to make any other change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit Securityholder, or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance and authorization of the Exchange Securities Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, BAII and the Trustee may amend the Subordination Agreement to cure any ambiguity, omission, defect or Additional Securitiesinconsistency, or to add additional covenants or surrender rights and powers conferred on the Company or BAII, or to make any other change that does not adversely affect the rights of any Securityholder.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture as it relates to the Euro Notes or the Securities Euro Notes may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority in aggregate principal amount of the Euro Notes then outstanding Securities and (ii) any past default with respect to the Euro Notes or compliance with any provisions with respect to the Euro Notes may be waived with the written consent of the Holders holders of at least a majority in principal amount of the outstanding SecuritiesEuro Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors The Company and the Trustee may amend the Indenture Indenture, the Euro Notes and the Guarantees without notice to or the Securities consent of any holder (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Company) of the Indentureobligations of the Company under the Indenture and the Euro Notes; (iii) to provide for the assumption by a Successor Guarantor (with respect to any Guarantor), as the case may be, of the obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the SecuritiesNotes; (v) to secure conform the Securitiestext of the Indenture, the Euro Notes or the Guarantees to any provision of the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add additional a Guarantee with respect to the Euro Notes, (vii) to add collateral to secure the Notes; (viii) to release a Guarantor from its Guarantee when permitted or required under the terms of the Indenture; (ix) to add to the covenants of the Company for the benefit of the holders or to surrender rights and powers any right or power herein conferred on upon the Company; (viix) to comply with the requirements any requirement of the SEC in order to effect connection with qualifying or maintain maintaining the qualification of of, the Indenture under the TIA; (viiixi) to make any change that does not adversely affect the rights of any Holderholder in any material respect; or (ixxii) to make effect any change in the subordination provisions of the Indenture that would limit or terminate to make changes to the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) Indenture to provide for the issuance of the Exchange Securities or Additional SecuritiesEuro 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 in aggregate principal amount of the Notes then 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. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderNoteholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities Notes (ia) to cure any ambiguity, - omission, defect or inconsistency; , (iib) to comply provide for assumption by a successor - of the obligations of the Company under the Indenture in accordance with Article 5 of the Indenture; , (iiic) 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, (ivd) to add Senior Subordinated Guarantees with respect to the Securities; Notes, (ve) - - to release Subsidiary Guaranties when permitted by the Indenture, (f) to secure - the Securities; Notes, (vig) to add additional to the covenants of the Company for the benefit of the - Holders or to surrender rights and powers any right or power conferred on the Company; Company in the Indenture, (viih) to comply with the requirements any requirement of the SEC in order to effect or maintain connection with the - qualification of the Indenture under the TIA; Act, or (viiii) to make any change that - does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesNoteholder.

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 in aggregate principal amount of the outstanding Securities and (ii) any default or compliance with any 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 Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderHolder of Securities, the Company, the Guarantors Issuers and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Note Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the CompanyIssuers; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not materially and adversely affect the rights of any HolderSecurityholder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of either of the Company Issuers or a Note Guarantor (or any Representative representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Private Exchange 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 Securityholder but with the written consent of the Holders of at least a majority 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 HolderHolder of Securities, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to make certain changes in the subordination provisions; (v) to add Senior Subordinated Guarantees Subsidiary Guaranties with respect to the SecuritiesSecurities and to remove such Subsidiary Guaranties as provided by the terms thereof; (vvi) to secure the Securities; (vivii) to add additional covenants or to surrender rights and powers conferred on the Company; (viiviii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; or (viiiix) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesSecurityholder.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Guarantees 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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Securitiesvoting as a single class and (ii) any past default or compliance with any provisions of the Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class; provided, however, that if any amendment, waiver or other modification will only affect the Notes, only the consent of the Holders of at least a majority in principal amount of the then outstanding r Notes (and not the consent of the majority of all Notes) shall be required. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend the Indenture Indenture, the Guarantees or the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) 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) or to alter the provisions of Article 2 of the Indenture or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not adversely affect any Holder; (iii) to provide for the assumption of the Company's or a Guarantor's obligations to Holders of the Notes by a successor to the Company or a Guarantor in case of a merger or consolidation; (iv) to add Senior Subordinated Guarantees with respect make any change that would provide any additional rights or benefits to the SecuritiesHolders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act; (vi) to provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in the Indenture; (vii) to release any Guarantor from its Guarantee in accordance with the Indenture; (viii) or to make allow any change that does not adversely affect Guarantor to execute a supplemental indenture to the rights of any HolderIndenture and/or a Guarantee with respect to the Notes; or (ix) to make any change in the subordination provisions Article 10 and Article 12 of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness Debt of the Company or a holder of Guarantor Senior Debt (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesArticle 10 and Article 12.

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 in aggregate principal amount Accreted Principal Amount of the outstanding Securities and (ii) any default certain Events of Defaults may be waived with the written consent of the Holders of at least a majority in principal amount aggregate Accreted Principal Amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguityadd guarantees with respect to the Securities or secure the Securities, omission, defect or inconsistency; (ii) to comply with Article 5 remove any guarantee added to the Securities pursuant to clause (i), unless such guarantee is required pursuant to Section 5.01(a) of the Indenture; , (iii) to provide for the transfer and exchange of Certificated Securities, (iv) to add to the covenants or Events of Defaults of the Company for the benefit of the Holders of Securities, (v) to surrender any right or power conferred upon the Company in the Indenture, (vi) to provide for conversion rights of Holders of Securities if any reclassification or change of the Company’s Common Stock or any consolidation, merger or sale of all or substantially all of the Company’s assets occurs, (vii) to provide for the assumption by a successor Person (and the public acquirer, if applicable) of the Company’s obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition as provided under the Indenture and any provisions described in Section 10.01(d), Section 10.05 and Section 10.13, (viii) to provide for uncertificated Securities in addition to or in place of certificated Certificated Securities; provided, however, 97 that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that uncertificated Securities are described in Section 163(f)(2)(B) of the Code, (ivix) to add Senior Subordinated Guarantees change the Conversion Rate in accordance with respect the Indenture; provided, however, that any increase in the Conversion Rate other than pursuant to Article 10 shall not adversely affect the Securities; interests of the Holders of Securities (vafter taking into account U.S. federal income tax and other consequences of such increase), (x) to secure effect the Securities; (vi) to add additional covenants or to surrender rights qualification of this Indenture under the TIA and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect such qualification, (xi) to cure any ambiguity or maintain the qualification of to correct or supplement any provision in the Indenture under which may be inconsistent with any other provision in the TIA; Indenture or which is otherwise defective (viiixii) to make add or modify any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination other provisions of the Indenture that would limit with respect to matters or terminate questions arising under the benefits available to any holder Indenture which the Company and the Trustee may deem necessary or desirable and which, in the good faith opinion of Senior Indebtedness the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, shall not individually or any Representative thereof) under in the aggregate with all other such subordination provisions; changes have or will have a material adverse effect on the interests of the Holders of Securities, (xxiii) to establish the form of Certificated Securities if issued and (xiv) to evidence and provide for the issuance acceptance of the Exchange Securities or Additional Securitiesappointment under the Indenture of a successor Trustee.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the Intercreditor Agreement 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 in aggregate principal amount of the outstanding Securities Notes and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holderholder, the Company, the Guarantors Issuers and the Trustee may amend the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Issuer (with Article 5 respect to an Issuer) of the Indentureobligations of the Issuers under this Indenture and the Notes; (iii) to provide for the assumption by a Successor Entity of the obligations of an Issuer or a Subsidiary Guarantor under the Indenture, the Notes or its Note Guarantee, as applicable, and the Security Documents; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (ivprovided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantor or collateral with respect to the Notes or to secure the SecuritiesNotes; (vi) to add additional covenants release or to surrender rights and powers conferred on subordinate Collateral as permitted by this Indenture or the CompanyIntercreditor Agreement; (vii) to comply with add additional secured creditors holding First Priority Lien Obligations, Other Second-Lien Obligations or other Junior Lien Obligations so long as such obligations are not prohibited by this Indenture or the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIASecurity Documents; (viii) to implement the Post-Closing Restructuring Transaction; (ix) to add to the covenants of the Issuers for the benefit of the holders or to surrender any right or power herein conferred upon the Issuers; (x) to make any change that does not adversely affect the rights of any Holderholder (xi) to conform the text of the Indenture, the Notes, the Note Guarantees, the Security Documents or the Intercreditor Agreement to any provision of the “Description of Second Lien Notes” in the Offering Memorandum to the extent that such provision in the “Description of Second Lien Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents or the Intercreditor Agreement, and the Issuers will confirm their good faith intention of any such textual change intended to be a verbatim recitation in an Officer’s Certificate delivered to the Trustee; (ixxii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA; or (xiii) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) changes to provide for the issuance of the Additional Notes or Exchange Securities or Additional SecuritiesNotes, 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.

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 in aggregate principal amount of the outstanding Securities and (ii) any default or compliance with any 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 Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Note Guarantors and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Note Guarantees with respect to the Securities; (v) Securities or to secure the Securities; (viv) to add additional covenants or to surrender rights and powers conferred on the Company; (viivi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiivii) to make any change that does not materially and adversely affect the rights of any Holder; (ix) to make any change in Holder under the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company Indenture; (or any Representative thereof) under such subordination provisions; or (xviii) to provide for the issuance of the Exchange Securities or Additional Securities, the Exchange Notes or Private Exchange Notes; and (ix) if necessary, in connection with any addition or release of Collateral permitted under the terms of the Indenture or the Security Documents.

Amendment; Waiver. Subject to certain exceptions set forth in exceptions, the Company, any Guarantor and the Trustee may amend the Indenture, (i) the Indenture 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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived Guarantees with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) and, subject to Article 6, any existing default or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including 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 HolderHolder of Securities, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (ivprovided, 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; to provide for the assumption of the Company's or any Guarantor's obligations to Holders; to add Senior Subordinated Guarantees with respect to the Securities; (v) Securities or to secure the Securities; (vi) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; to add additional to the covenants for the benefit of the Holders or to surrender rights and powers any right or power herein conferred on upon the Company; (vii) to comply with the any requirements of the SEC in order to effect connection with qualifying, or maintain maintaining the qualification of of, the Indenture under the TIA; (viii) to make any change that does not adversely affect evidence and provide for the rights acceptance and appointment under the Indenture of any Holder; (ix) a successor Trustee pursuant to make any change in the subordination provisions Article 7 of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisionsIndenture; or (x) to provide for the issuance of the Exchange Securities, Private Exchange Securities or Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities (except that the transfer restrictions contained in the Original Securities shall be modified or eliminated, as appropriate), and which shall be treated, together with any outstanding Original Securities, as a single issue of 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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities 143 8 and (ii) any past default or noncompliance with any provision of the Indenture (other than payment of principal and interest or default in respect of a provision that under Section 9.02 of the Indenture cannot be amended without the consent of each Securityholder affected) may be waived with the consent of the Holders of a majority in principal amount then outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Guarantors Guarantor Subsidiaries and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) , or to comply with Article 5 V of the Indenture; (iii) , or to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (ivprovided 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), to make any change in Article X or Article XII that would limit or terminate the benefits available to any holder of Senior Indebtedness under Article X or Article XII, to add Senior Subordinated additional Guarantees with respect to the Securities; (v) Securities or to secure the Securities; (vi) , to add make any change that would provide any additional covenants rights or benefits to the Holders of Securities or that does not adversely affect the rights under this Indenture of any such Holder, to surrender rights and powers conferred on the Company; (vii) , to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit TIA or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance and authorization of the Exchange Securities or Additional Private Exchange 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 in aggregate principal amount of the outstanding Outstanding Securities and (ii) any default certain Defaults may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguityadd to the covenants of the Company for the benefit of the Holders of Securities, omission, defect or inconsistency; (ii) to comply with Article 5 of surrender any right or power conferred upon the Company in the Indenture; , (iii) to provide for uncertificated conversion rights of Holders of Securities in addition to if any reclassification or in place change of certificated Securities; the Company's Common Stock or any consolidation, merger or sale of all or substantially all of the Company's assets occurs, (iv) to add Senior Subordinated Guarantees with respect provide for the assumption of the Company's obligations to the Securities; Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article Five of the Indenture, (v) to secure reduce the SecuritiesConversion Price; provided, however, that such reduction in the Conversion Price shall remain in effect for at least 20 days, (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; , (vii) to secure the Securities, (viii) to cure any ambiguity, or correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or which is otherwise defective, or to make any change other provisions with respect to matters or questions arising under the Indenture which shall not be inconsistent with the provisions of the Indenture; provided, however, that does such action pursuant to this clause shall not adversely affect the rights interests of the Holders of Securities in any Holder; material respect, and (ix) to make add or modify any change other provisions in the subordination provisions 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 Indenture that would limit or terminate the benefits available to Holders of Securities in any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securitiesmaterial respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Notes, the Guarantees and the Security Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities Notes (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Issuer and the Trustee may amend the Indenture Indenture, the Notes, the Guarantees, the Security Documents or the Securities Collateral Agency and Intercreditor Agreement: (i) to cure any ambiguity, omission, defect or inconsistency; , (ii) to comply with Article 5 or Article 10 of the Indenture; , (iii) 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 Senior Subordinated Guarantees or collateral with respect to the Securities; Notes or to secure the Notes, (v) to secure release Collateral as permitted by and in accordance with the Securities; terms of the Indenture, the Security Documents and the Collateral Agency and Intercreditor Agreement, (vi) to add additional covenants secured creditors holding other First Lien Obligations, Second Lien Obligations, or to surrender rights and powers conferred on other Junior Lien Obligations so long as such obligations are not prohibited by the Company; Indenture or the Security Documents, (vii) to comply with add to the requirements covenants of the SEC in order to effect Issuer or maintain the qualification any Parent of the Indenture under Issuer for the TIA; benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Parent of the Issuer, (viii) to make any change that does not adversely affect the rights of any Holder; Holder in any material respect, (ix) to make comply with any change requirement of the SEC in connection with the subordination provisions qualification of the Indenture under the TIA in the event that would limit or terminate the benefits available to any holder of Senior Indebtedness of Issuer determines that the Company (or any Representative thereof) under such subordination provisions; or Indenture should be so qualified, (x) to effect any provision of the Indenture, the Notes, the Guarantee, the Security Documents and the Collateral Agency and Intercreditor Agreement (including to release any Guarantees in accordance with the terms of the Indenture or release all or substantially all of the Collateral from the Lien of the Indenture and the Security Documents in respect of the Notes, in accordance with the terms of the Indenture and the Security Documents) or (xi) to make certain changes to the Indenture to provide for the issuance of the Exchange Securities or Additional Securitiesadditional 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 holders of at least a majority in aggregate principal amount of the outstanding Securities Notes and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holderholder, the CompanyIssuers, the Guarantors Trustee and the Trustee Notes Collateral Agent may amend the Indenture Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or the Securities Intercreditor Agreements (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Holdco (with Article 5 respect to an Issuer) of the Indentureobligations of an Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture, its Subsidiary Guarantee and the Security Documents; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (ivNotes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to secure conform the Securitiestext of the Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or any Intercreditor Agreement to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Notes, the Subsidiary Guarantees, the Security Documents or such Intercreditor Agreement was intended by the Issuers to be verbatim recitation of a provision in the “Description of Notes” in the Offering Memorandum, as stated in an Officers’ Certificate; (vi) to add additional covenants a Subsidiary Guarantee or collateral with respect to surrender rights and powers conferred on the CompanyNotes, to secure the Notes; (vii) to release Collateral as permitted by the Indenture and the Intercreditor Agreements; (viii) to add additional secured creditors holding Other Pari Passu Obligations, First-Priority Lien Obligations or other Junior Lien Obligations, so long as such obligations are not prohibited by the Indenture or the Security Documents; (ix) to add to the covenants of the Issuers for the benefit of the holders or to surrender any right or power conferred upon the Issuers; (x) to comply with the requirements any requirement of the SEC in order to effect connection with qualifying or maintain maintaining the qualification of the Indenture under the TIA (if the Issuers elect to qualify the Indenture under the TIA); (viiixi) to make any change that does not adversely affect the rights of any Holderholder; or (ixxii) to make any change in the subordination provisions of certain changes to the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of Additional Notes. In addition, the Exchange Securities Intercreditor Agreements may be amended (except with respect to the rights, duties, protections, privileges, powers, immunities and indemnities of the Trustee or Additional Securitiesthe Notes Collateral Agent)without the consent of any holder or the Trustee in connection with the permitted entry into the Intercreditor Agreements of any class of additional secured creditors holding Other Pari Passu Obligations, First-Priority Lien Obligations or Junior Lien Obligations to effectuate such entry into the Intercreditor Agreements and to make the lien of such class equal and ratable with, as applicable, the lien of the First-Priority Lien Obligations, the Other Pari Passu Obligations or the Junior Lien Obligations.

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 First 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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Notes then outstanding Securitiesand (ii) any past default or compliance with any provisions of the Indenture may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without notice to or the consent of any Holderholder, the CompanyIssuers, the Guarantors First-Priority Collateral Agent and the Trustee may amend the Indenture or Indenture, the Securities Notes, the Subsidiary Guarantees, the Security Documents and/or the First Lien Intercreditor Agreement (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Issuer) of the obligations of the Company under the Indenture, the Notes, the Security Documents and the First Lien Intercreditor Agreement or to provide for the assumption by a Successor Co-Issuer (with respect to the Co-Issuer) of the obligations of the Co-Issuer under the Indenture, the Notes, the Security Documents and the First Lien Intercreditor Agreement; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture, its Subsidiary Guarantee, the Security Documents and the First Lien Intercreditor Agreement; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (ivNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to secure conform the Securitiestext of the Indenture, the Subsidiary Guarantees, the Notes, the Security Documents or the First Lien Intercreditor Agreement to any provision of the “Description of Senior Secured Notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Subsidiary Guarantee, the Notes, the Security Documents or the First Lien Intercreditor Agreement, as applicable, was intended by the Issuers to be a verbatim recitation of a provision in the “Description of Senior Secured Notes” in the Offering Memorandum, as stated in an Officer’s Certificate; (vi) to add additional covenants a Subsidiary Guarantee or collateral with respect to surrender rights and powers conferred on the Company; Notes, (vii) to release or subordinate Collateral as permitted by the Indenture, the Security Documents or the First Lien Intercreditor Agreement; (viii) to add additional secured creditors holding other First-Priority Obligations or Junior Lien Obligations so long as such obligations are not prohibited by the Indenture; (ix) to comply with the requirements any requirement of the SEC in order to effect connection with the qualification or maintain maintaining the qualification of the Indenture under the TIA (if the Issuers elects to qualify the Indenture under the TIA), (x) to add to the covenants of the Issuers for the benefit of the holders or to surrender any right or power herein conferred upon the Issuers; (viiixi) to make any change that does not adversely affect the rights of any Holderholder in any material respect; or (ixxii) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) changes to provide for the issuance of Additional Notes, which shall have terms substantially identical in all material respects to the Exchange Securities Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities. In addition, the First Lien Intercreditor Agreement may be amended without notice to or Additional Securitiesthe consent of any holder, the Trustee or the First-Priority Collateral Agent in connection with the permitted entry into the First Lien Intercreditor Agreement of any class of additional secured creditors holding Other First-Priority Obligations.

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 in aggregate principal amount of the outstanding Securities Notes and (ii) any default 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 SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderHolder of Notes, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistencyevidence the succession of another Person to the Company and the assumption by such successor of the covenants of the company under the Indenture and B-11 133 contained in the Notes; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Notes; (vii) 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 provisions with respect to matters or questions arising under the Indenture, 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 SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Trust Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesAct.

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 in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Issuers and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 provide for the assumption by a Successor Company of the Indentureobligations of the Issuers under the Indenture and the Securities; (iii) to provide for the assumption by a Successor Guarantor of the 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; Securities (ivprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the SecuritiesCode, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to secure add Guarantees with respect to the Securities; (vi) to add additional covenants of the Issuers for the benefit of the Holders or to surrender rights and powers conferred on the CompanyIssuers; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in provide for the subordination provisions issuance of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; Additional Securities or (x) to provide for conform the issuance text of the Exchange Indenture, the Guarantees or the Securities or Additional Securitiesto any provisions of the “Description of Notes” section of the Offering Circular.

Amendment; Waiver. Subject to certain exceptions and as more fully set forth in the Indenture, (ia) 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 not less than a majority in aggregate principal amount Original Principal Amount of the Securities at the time outstanding Securities and (iib) any default certain Events of Default, and certain covenants of the Company and the Guarantors, may be waived and, under certain conditions, the Guarantees may be eliminated, with the written consent of the Holders of at least a majority in principal amount aggregate Original Principal Amount of the outstanding SecuritiesSecurities at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, and News Corporation on behalf of the Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Indenture to: (i) evidence the succession of another Person to the Company or any of the Guarantors and the Trustee may amend assumption by any such successor of the Indenture covenants of the Company or such Guarantor herein and in the Securities Securities; (iii) to add to the covenants of the Company or any of the Guarantors for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or any of the Guarantors; (iii) cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the this Indenture under the TIATrust Indenture Act; or (viiiv) to make any change that does not adversely affect provision for transfer procedures, certification, book-entry provisions, the rights form of any Holder; (ix) restricted securities legends, if any, to make any change be placed on Securities, and certain other matters required in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for connection with the issuance of the Exchange Securities or Additional Securitiesto holders of BUCS.

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 in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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 Holderholder, the CompanyIssuer, the Guarantors Company and the Trustee may amend the Indenture Indenture, the Notes, the Guarantees, the Security Documents or the Securities Intercreditor Agreements (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Issuer) of the Indentureobligations of the Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture, its Guarantee and the Security Documents; (iv) to provide for the assumption by a Successor Company (with respect to the Company) of the obligations of the Company under the Indenture and its Guarantee; (v) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (ivNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the Securities; (vCode, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) to secure of the SecuritiesCode; (vi) to add additional covenants conform the text of the Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreements to surrender rights any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision of the Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreements were intended by the Issuer to be a verbatim recitation of a provision of the “Description of Notes” in the Offering Memorandum as applicable, as stated in an Officers’ Certificate of the Issuer and powers conferred on the Company; (viiviii) to add a Guarantee with respect to the Notes; (ix) to add Collateral to secure the Notes; (x) to release Collateral or a Guarantee as permitted by the Indenture, the Security Documents and the Intercreditor Agreements; (xi) to add additional secured creditors holding Other Second-Priority Obligations, First-Priority Obligations or other Junior Lien Obligation, so long as such obligations are not prohibited by the Indenture or the Security Documents; (xii) to add to the covenants of the Company or the Issuer for the benefit of the holders or to surrender any right or power herein conferred upon the Company or the Issuer; (xiii) to comply with the requirements any requirement of the SEC in order to effect connection with qualifying or maintain maintaining the qualification of the Indenture under the TIA; (viiixiv) to make any change that does not adversely affect the rights of any Holderholder in any material respect; or (ixxv) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) changes to provide for the issuance of Additional Notes or Exchange Notes. In addition, the Exchange Securities Intercreditor Agreements may be amended without the consent of any holder or Additional Securitiesthe Trustee in connection with the permitted entry into the Intercreditor Agreements of any class of additional secured creditors holding Other Second-Priority Obligations, First-Priority Obligations or other Junior Lien Obligations to effectuate such entry into the Intercreditor Agreements and to make the lien of such class equal and ratable with, as applicable, the lien of the Other Second-Priority Obligations, First-Priority Obligations or other Junior Lien Obligations.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, Notes, the 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 in aggregate principal amount of the outstanding Securities 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 compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding SecuritiesNotes (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, the Company, the Guarantors Issuer and the Trustee may amend the Indenture Indenture, the Notes, the Intercreditor Agreement or the Securities any Security Document (i) to cure any ambiguity, omission, defect defect, mistake or inconsistency; (ii) to comply with Article 5 V of the Indenture; (iii) 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 Senior Subordinated Note Guarantees with respect to the SecuritiesNotes; (v) to secure the SecuritiesNotes, to add additional assets as Collateral, to release Collateral as permitted under the Indenture, the Security Documents or the Intercreditor Agreement, to add additional secured creditors holding ABL Obligations, Other First Priority Lien Obligations, Junior Lien Obligations or First Priority Lien Obligations so long as such obligations are not prohibited by the Indenture or the Security Documents; (vi) to amend, modify or enter into the Indenture, the Security Documents or the Intercreditor Agreement in connection with the Transactions; (vii) to add additional covenants of the Issuer for the benefit of the Holders or to surrender rights and powers conferred on the CompanyIssuer; (viiviii) to comply with the requirements of (A) the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIATIA or (B) the Intercreditor Agreement; (viiiix) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of Additional Notes. Without the Exchange Securities 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 Additional Securitiesexchange for the Notes), no amendment or waiver may (i) release all or substantially all of the Collateral from the Lien of the Indenture and the Security Documents with respect to the Notes, subject to the terms of the Intercreditor Agreement or (ii) make any change in the provisions in the Intercreditor Agreement or the Indenture or any material change in the provisions in the Security Documents, in each case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to such Collateral that would adversely affect the holders of the Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, the Securities Notes and the Collateral Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Securities(including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes) 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 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 Notes then outstanding (including without limitation, 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, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture Indenture, the Notes or the Securities (i) Collateral Documents to cure any ambiguity, omission, defect or inconsistency; (ii) , or to comply with Article 5 IV or Article X of the Indenture; (iii) 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, or to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (iv) Notes, or to add Senior Subordinated Guarantees with respect to the Securities; (v) Notes or to secure the Securities; (vi) Notes, or to release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary or otherwise in accordance with the Indenture, to release Liens in favor of the Collateral Agent in the Collateral as provided under the collateral release provisions, or to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect , or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) Holder in any material respect or to make any change in conform the subordination provisions text of the Indenture that would limit Indenture, the Notes or terminate the benefits available Subsidiary Guarantees to any holder the “Description of Senior Indebtedness notes” section of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesOffering Memorandum.

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 or affirmative vote of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default certain Defaults may be waived with the written consent or affirmative vote 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 Without the consent of any HolderSecurityholder, the Company, the Guarantors Company and the Trustee may jointly amend the Indenture or the Securities to (ia) add to cure any ambiguity, omission, defect or inconsistencythe covenants of the Company for the benefit of the Holders of Securities; (iib) surrender any right or power herein conferred upon the Company; (c) provide for conversion rights of Holders of Securities if there occurs any reclassification of the Common Stock, any consolidation or merger, or sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis; (d) provide for the assumption of the Company's obligations to comply with the Holders of Securities if there occurs any merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to Article 5 VII of the Indenture; (iiie) to provide for uncertificated increase the Conversion Rate; PROVIDED, HOWEVER, that such increase in the Conversion Rate shall not adversely affect the interests of the Holders of Securities in addition to or in place (after taking into account tax and other consequences of certificated Securitiessuch increase); (ivf) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiig) 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 changes or modifications pursuant to this clause (g) do not, in the good faith determination of the Board of Directors of the Company (as evidenced by a Board Resolution), adversely affect the interests of the Holders of Securities in any material respect; (h) cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein or which is otherwise defective, or to make any change other provisions with respect to matters or questions arising under the Indenture that does the Company may deem necessary or desirable and that shall not be inconsistent with any of the provisions of the Indenture; PROVIDED, HOWEVER, that such changes or modifications pursuant to this clause (h) do not, in the good faith determination of the Board of Directors of the Company (as evidenced by a Board Resolution), adversely affect the interests of the Holders of Securities in any material respect; and (i) add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and that will not adversely affect the rights interests of the Holders of Securities in any Holder; (ix) respect. Notwithstanding the foregoing, no modification or amendment may be made to make any change in the subordination provisions in Article V of the Indenture that would limit or terminate adversely affects the benefits available to rights of any holder of Senior Indebtedness Debt then outstanding unless the holders of the Company such Senior Debt (or any Representative thereofgroup or representative thereof authorized to give a consent) under consent to such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securitieschange.

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 but with the written consent of the Holders of at least a majority in aggregate principal amount Principal Amount of the Securities at the time outstanding Securities and (iib) any default certain Defaults may be waived with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount of the outstanding SecuritiesSecurities at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors Partnership and the Trustee may amend the Indenture or the Securities (ia) to cure any ambiguity, omission, defect or inconsistency, or make any other changes in the provisions of the Indenture which the Partnership and the Trustee may deem necessary or desirable; provided that such amendment does not materially and adversely affect rights of the Holders under the Indenture; (iib) to comply with Article 5 of the Indenture; (iiic) to evidence and provide for uncertificated Securities in addition to or in place the acceptance of certificated Securitiesappointment of a successor Trustee; (ivd) to add Senior Subordinated Guarantees with respect make any change that would provide for additional rights or benefits to the SecuritiesHolders or that does not adversely affect the legal rights under the Indenture of any Holder; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (viie) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viiif) modify the restrictions on, and procedures for, resale and other transfers of securities pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally; or (g) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in Holders under the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesIndenture.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or Indenture, a Note Guarantee, 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 in aggregate principal amount of the outstanding Securities and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding SecuritiesNotes (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 past 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, 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, the Company, the Guarantors and the Trustee may amend the Indenture or the Securities (i) Notes to cure any ambiguity, omission, defect defect, mistake or inconsistency; (ii) , to comply with Article 5 IV or Article X in respect of the assumption by a Successor Company of an obligation of the Company or any Guarantor under the Indenture; (iii) , to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (iv) Notes, to add Senior Subordinated Guarantees with respect to the Securities; (v) Notes or release a Guarantor upon its designation as an Unrestricted Subsidiary or otherwise in accordance with the Indenture, to secure the Securities; (vi) Notes, to add make any change that would provide any additional covenants rights or benefits to surrender the Holders or that does not materially adversely affect the legal rights and powers conferred on under the Company; (vii) Indenture of any such Holder, to comply with the requirements any requirement of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) , to provide for the issuance of the Exchange Securities Notes, to provide for successor trustees or Additional Securitiesto conform the text of the Indenture, this Note or the Note Guarantees to the "Description of notes" section of the Offering Memorandum.

Amendment; Waiver. Subject to certain exceptions set ----------------- forth in the Indenture, (i) the Indenture or the Securities Discount Notes may be amended without prior notice to any Holder but - with the written consent of the Holders of at least a majority in aggregate principal amount of the Discount Notes then 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 SecuritiesDiscount Notes then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderDiscount Noteholder, the Company, the Guarantors Holdings and the Trustee may amend the Indenture or the Securities Discount Notes (ia) to cure any ambiguity, omission, defect or inconsistency; , (iib) to comply - - provide for assumption by a successor of the obligations of Holdings under the Indenture in accordance with Article 5 of the Indenture; , (iiic) to provide for - uncertificated Securities Discount Notes in addition to or in place of certificated SecuritiesDiscount Note; 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, (ivd) to - add Senior Subordinated Guarantees with respect to the Securities; Discount Notes, (ve) to secure the Securities; Discount - Notes, (vif) to add additional to the covenants of Holdings for the benefit of the Holders or - to surrender rights and powers any right or power conferred on Holdings in the Company; Indenture, (viig) to - comply with the requirements any requirement of the SEC in order to effect or maintain connection with the qualification of the Indenture under the TIA; Act, or (viiih) to make any change that does not adversely - affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesNoteholder.

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 Securityholder but with the written consent of the Holders of at least a majority 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 HolderHolder of Securities, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) 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); (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any HolderSecurityholder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Private Exchange Securities.

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 two-thirds in aggregate principal amount at Stated Maturity of the outstanding Securities Notes and (ii) any default past Default and its consequences may be waived with the written consent of the Holders of at least a majority in principal amount at Stated Maturity of the outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without Without the consent of any HolderHolder of Notes, the Company, the Guarantors and the Trustee may amend the Indenture or and the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistencyevidence the succession of another Person to the Company and the assumption by such successor of the covenants of the Company under the Indenture and the Notes; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the CompanyCompany by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to add security for the Notes; (vii) 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 provisions with respect to matters or questions arising under the Indenture, provided that such actions shall not adversely affect the interests of the Holders in any material respect; (viii) to make provision with respect to the conversion rights of the Holders of the Notes in the event of a consolidation, merger or sale of assets involving the Company as required by the Indenture; or (ix) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Trust Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional SecuritiesAct.

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 Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default Default or compliance 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 HolderHolder of Securities, the Company, the Guarantors Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any HolderSecurityholder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company Issuer (or any Representative representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities, Private Exchange Securities or Additional 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 in aggregate principal amount at maturity of the Notes then outstanding Securities (including consents obtained in connection with a tender offer or exchange for the Notes) and (iib) any default may be waived with the written consent of the Holders of at least a majority in principal amount at maturity of the outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderHolder of Notes, the Company, the Guarantors and the Trustee may amend the Indenture or the Securities Notes (ia) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iiib) 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); (ivc) to make any change in Article 11 or SECTION 12.05 of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness (or any Representative thereof) under Article 11 or SECTION 12.05 of the Indenture; (d) to add Senior Subordinated additional Guarantees with respect to the SecuritiesNotes; (ve) to secure the SecuritiesNotes; (vif) to add additional to the covenants of the Company for the benefit of the Holders or to surrender rights and powers any right or power conferred on the CompanyCompany in the Indenture; (viig) to comply with the requirements any requirement of the SEC Commission in order to effect connection with qualifying, or maintain maintaining the qualification of of, the Indenture under the TIA; (viiih) to make any change that does not adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (xi) to provide for the issuance of the Exchange Securities 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 Additional Securitieseliminated, as appropriate), and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or (j) to change the name or title of the Notes.

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 in aggregate principal amount of the outstanding Securities Lenders and (ii) any default may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and Bridge Loans, voting as a single class and (b) any default or noncompliance with any provision may be waived with the written consent of Lenders and Holders of a majority in principal amount outstanding Securitiesof the Securities and Bridge Loans, voting as a single class. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company, the Guarantors and the Trustee may shall be entitled to amend the Indenture Indenture, the Security Guarantees or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) , or to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) , or to add Senior Subordinated Guarantees with respect provide for the assumption of the Company’s or any Guarantor’s obligations to the Securities; (v) to secure Holders in the Securities; (vi) to add additional covenants case of a merger or acquisition, or to surrender rights and powers conferred on the Company; (vii) to comply with the requirements release any Guarantor from any of the SEC in order to effect its obligations under its Security Guarantee or maintain the qualification of the Indenture under (to the TIA; (viii) extent permitted by the Indenture), or to make any change that would provide any additional rights or benefits (including the addition of collateral) to the holders of Securities or that does not adversely affect in any material respect the legal rights under the indenture of any Holder; (ix) such holder, or to make any change in the subordination provisions of the Indenture that would limit comply with SEC rules and regulations or terminate the benefits available changes to any holder of Senior Indebtedness of the Company (applicable law, or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of Additional Securities in accordance with the Exchange Securities limitations set forth in the Indenture as of the Issue Date, or Additional to allow any Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities, or to comply with the rules of any applicable securities 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 in aggregate principal amount of the Securities at the time outstanding Securities and (ii) any default certain Defaults 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. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantors 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 cure any ambiguity, omission, defect or inconsistency; , provided that such modification or amendment does not in the good faith opinion of the Company's Board of Directors (as communicated in writing to the Trustee) adversely affect the interests of the holders of the Securities in any material respect, (ii) to comply with Article 5 V or Section 9.14 of the First Supplemental Indenture, (iii) to secure the Company's obligations or to add any guarantee under the Securities and the Indenture; (iiiiv) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company, (v) to make any change necessary for the registration of the Securities under the Securities Act or to comply with the TIA, or any amendment thereto, or to comply with any requirement of the Commission 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 (as communicated in writing to the Trustee), adversely affect the interests of the holders of the Securities in any material respect, (vi) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Senior Subordinated Guarantees with respect to the Securities; (v) to secure the Securities; (vi) to add additional covenants Securities or to surrender rights and powers conferred on the Company; provide for bearer Securities or (vii) to comply with make any modifications or amendments that do not, in the requirements good faith opinion of the SEC Company's Board of Directors (as communicated in order writing to effect or maintain the qualification of the Indenture under the TIA; (viii) to make any change that does not Trustee), adversely affect the rights of any Holder; (ix) to make any change in the subordination provisions interests of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness Holders of the Company (or Securities in any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities or Additional Securities.material respect. 5

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 in aggregate principal amount of the Notes then outstanding Securities and (ii) any past default or compliance with any 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 Holderholder, the Company, the Guarantors Issuer and the Trustee may amend the Indenture Indenture, the Notes, the Guarantees, the Security Documents or the Securities Intercreditor Agreements (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to comply provide for the assumption by a Successor Company (with Article 5 respect to the Issuer) of the Indentureobligations of the Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture, its Guarantee and the Security Documents; (iv) to provide for the assumption by a Successor Holdings Guarantor (with respect to Holdings) of the obligations of Holdings under the Indenture and its Guarantee; (v) to provide for uncertificated Securities Notes in addition to or in place of certificated Securities; (ivNotes, provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to add Senior Subordinated Guarantees with respect to of the Securities; (vCode, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) to secure of the SecuritiesCode; (vi) to conform the text of the Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreements to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision of the Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreements were intended by the Issuer to be a verbatim recitation of a provision of the “Description of Notes” in the Offering Memorandum as applicable, as stated in an Officers’ Certificate; (viii) to add a Guarantee with respect to the Notes; (ix) to add Collateral to secure the Notes; (x) to release Collateral or a Guarantee as permitted by the Indenture, the Security Documents and the Intercreditor Agreements; (xi) to add additional secured creditors holding Other Second-Priority Obligations, First-Priority Obligations or other Junior Lien Obligation, so long as such obligations are not prohibited by the Indenture or the Security Documents; (xii) to add to the covenants of the Issuer for the benefit of the holders or to surrender rights and powers any right or power herein conferred on upon the CompanyIssuer; (viixiii) to comply with the requirements any requirement of the SEC in order to effect connection with qualifying or maintain maintaining the qualification of the Indenture under the TIA; (viiixiv) to make any change that does not adversely affect the rights of any Holderholder in any material respects; or (ixxv) to make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company (or any Representative thereof) under such subordination provisions; or (x) changes to provide for the issuance of Additional Notes or Exchange Notes. In addition, the Exchange Securities Intercreditor Agreements may be amended without the consent of any holder or Additional Securitiesthe Trustee in connection with the permitted entry into the Intercreditor Agreements of any class of additional secured creditors holding Other Second-Priority Obligations, First-Priority Obligations or other Junior Lien Obligations to effectuate such entry into the Intercreditor Agreements and to make the lien of such class equal and ratable with, as applicable, the lien of the Other Second-Priority Obligations, First-Priority Obligations or other Junior Lien Obligations.