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 (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 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, 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, (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 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, 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 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, 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 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 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 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 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 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, 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 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 Company Issuer, 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 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 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 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 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 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 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, (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 SecuritiesInitial 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, (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 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 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 The Company , the Guarantors 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 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 Company Issuers, 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, 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 SecuritiesInitial 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 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 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 Securities, or Additional Securities.Securities in compliance with Article II and Section 4.03

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 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 Issuers, 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, Securities or Additional Securities.

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 SecuritiesInitial Notes, or Additional Securitiesand 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 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, 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 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 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, 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, (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 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, 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 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 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 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 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, (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 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, (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 SecuritiesInitial Notes, or Additional Securities.and which

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 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, 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 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 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 The Company , the Guarantors 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 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 Company Issuers, 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 Securitiesrelease 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 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 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 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 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, Securities or Additional Private Exchange 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 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 Issuer, the Company , the Guarantors 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 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 Company Issuers, 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 SecuritiesInitial 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 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 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 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 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 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 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 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 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, 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 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 limitations set forth in the Indenture as of the Issue Date, or to allow any Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities, or Additional Securitiesto 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 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 The Company , the Guarantors 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 SecuritiesNotes or private exchange notes, or Additional Securitieswhich are identical to Exchange Notes except that they are not freely transferable.

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 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 SecuritiesNotes, 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 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 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, 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 as it relates to the Notes 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 with respect to the Notes or compliance with any provisions with respect to the Notes 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 Company, the Trustee and the Notes Collateral Agent, if applicable, may amend the Indenture, the Notes and the Guarantees without notice to or the consent of any Holder, the Company , the Guarantors and the Trustee may amend the Indenture or the Securities 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 with respect to 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 with respect to the Notes 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 add a Guarantee or collateral with respect to the SecuritiesNotes; (vi) to add additional covenants or collateral to surrender rights and powers conferred on secure the CompanyNotes; (vii) to comply with add to the requirements covenants of the SEC in order to effect or maintain Company for the qualification benefit of the Indenture under holders or to surrender any right or power conferred upon the TIACompany; (viii) to add additional assets as Collateral; (ix) to make, complete or confirm any grant of security interest in any property or assets as additional collateral securing the obligations under the Indenture, the Notes and the Guarantees, including when permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral when permitted or required by the Indenture or any of the Security Documents; (x) to enter into or amend the ABL Intercreditor Agreement and/or a Pari Passu Intercreditor Agreement (if any) or Security Document (or a supplement thereto) under circumstances provided therein; (xi) to make any change that does not adversely affect the rights of any Holderholder of Notes in any material ​ ​ respect; (ixxii) to make conform the text of the Indenture, Guarantees, the Notes, the Security Documents or the ABL Intercreditor Agreement or the Pari Passu Intercreditor Agreement (if any) to any change provision of the “Description of Notes” in the subordination provisions Offering Memorandum; (xiii) to effect any provision of the Indenture that would limit or terminate to make certain 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 Additional Notes; or (xiv) to release a Guarantor from its Guarantee of the Exchange Securities, Notes when permitted or Additional Securitiesrequired under the terms of the Indenture with respect to the Notes.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder 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 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, 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 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 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 of the Indenture; (iii) , or to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv, provided, however, 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 in order to effect Code, 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 (or its Representative) of the Company (or any Representative thereofSubsidiary Guarantor, or to add guarantees (including Subsidiary Guarantees) under such subordination provisions; or (x) with respect to provide for the issuance of the Exchange Securities, or Additional 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 any Subsidiary Guarantor, 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 of the Company or of any Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change.

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 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 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 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 Company 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 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 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, Private 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 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, 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; 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 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, or Additional Securities.

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 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 SecuritiesNotes, 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 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 and the Trustee may amend the Indenture Indenture, 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 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 asset as Collateral, to release Collateral as permitted under the Indenture, the Security Documents or the Intercreditor Agreement, to add additional secured creditors holding Other Second Priority Obligations or additional First Priority Obligations so long as such obligations are not prohibited by the Indenture or the Security Documents; (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 (A) the SEC in order to effect or maintain the qualification of the Indenture under the TIATIA or (B) the Intercreditor Agreement; (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, Notes or Additional SecuritiesNotes. Without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (which consents may be obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver may 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.

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 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 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 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; (iv) to add a Guarantor with respect to the Notes pursuant to 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 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 certain Events of Defaults may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderSecurityholder, the Company , the Guarantors 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 conform any non-conforming language or defined terms in the terms in the text of this Indenture or the Securities to any provision of the "Description of the Debentures" section of the Offering Memorandum so that such provision in the "Description of the Debentures" section reflects a verbatim recitation of a provision of this Indenture or the 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 to provide for the assumption by a successor Guarantor Person of a Guarantor's obligations under its Guarantee in the case of a merger or consolidation as provided under the Indenture, (viii) to provide for uncertificated Securities in addition to or in place of certificated Certificated Securities; provided, however, 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 (v) to secure the Securities; after taking into account U.S. federal income tax and other consequences of such increase), (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (viix) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; , (viiixi) to cure any ambiguity or to correct or supplement any provision in the Indenture which may be a mistake or inconsistent with any other provision in the Indenture or which is otherwise defective (xii) make any other changes to the Indenture or forms or terms of the Securities, provided that no such change that does not adversely affect individually or in the rights aggregate with all other such changes have or will have a material adverse effect on the interests of any Holder; the Holders of Securities, (ixxiii) to make establish the form of Securities if issued in definitive form or issue any change in Securities pursuant to the subordination provisions of over-allotment option pursuant to the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company Purchase Agreement, (or any Representative thereof) under such subordination provisions; or (xxiv) to evidence and provide for the issuance acceptance of the Exchange Securities, appointment under the Indenture of a successor Trustee and (xv) irrevocably elect to pay the principal of the Securities in cash or Additional Securitiesto pay all of the Conversion Obligation in shares of Common Stock.

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 Company Issuers, 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 Company) 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 Notes, the Subsidiary Guarantees, the Security Documents or the First Lien Intercreditor Agreement to any provision of the “Description of New Notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Notes, the Subsidiary Guarantee, 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 New 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 qualifying or maintain maintaining the qualification of the Indenture under the TIA (if the Issuers elect to qualify the Indenture under the TIA); (viiix) 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; (xi) 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 SecuritiesInitial 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 may be amended without prior notice to any Holder but with the written consent of the Holders of at least 159 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 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, 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 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 HolderNoteholder, the Company Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities (i) Notes to cure any ambiguity, omission, defect 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 Subsidiary 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 Subsidiary Guarantees with respect to the Securities; (v) Notes or release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary or in accordance with the Indenture, to secure the SecuritiesNotes, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights under the Indenture of any such Holder; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) 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 or Additional Securitiesto provide for successor trustees.

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 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 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, 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 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 Issuer, 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, 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 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 Company , the Guarantors and the Trustee may amend the Indenture Indenture, Security Documents, the Intercreditor Agreement 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 Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under the Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated SecuritiesSecurities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (ivv) to add Senior Subordinated Guarantees additional guarantees with respect to the Securities; (v) Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien pursuant to the Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by the Indenture, the Security Documents or the Intercreditor Agreement, (viii) to add to the covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (viiix) to modify the Security Documents and/or the Intercreditor Agreement to secure First Priority Lien Obligations and Other Second-Lien Obligations so long as such First Priority Lien Obligations and Other Second-Lien Obligations are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indenture or the Indenture, (x) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiixi) to make any change that does not adversely affect the rights of any Holder; (ixxii) to effect any provision of this Indenture or to make any change in certain changes to this Indenture to 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 Additional Securities; (or any Representative thereof) under such subordination provisions; or (xxiii) to provide for the issuance of the Exchange Additional Securities, which shall have terms substantially identical in all material respects to the Securities, and which shall be treated, together with any outstanding Securities, as a single issue of securities; or Additional (xiv) to conform the text of the Indenture or the Securities to any provision of the “Description of Second Priority Notes” section of the Prospectus to the extent that such a provision in the “Description of Second Priority Notes” section of the Prospectus was intended to be a verbatim recitation of a provision of the Indenture or the Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture 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, (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 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 SecuritiesNotes which shall have terms substantially identical in all material respects to the Initial Notes (except that the transfer restrictions contained in the Initial Notes shall be modified or eliminated, as appropriate), and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or Additional Securities(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 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 limitations set forth in the Indenture as of the Issue Date, or to allow any Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities, or Additional Securitiesto 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 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 cure any ambiguity, omission, defect or inconsistency; (ii) , or to comply with Article 5 or Section 10.15 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 Repurchase Date, to add additional covenants Repurchase Dates on which Holders may require the Company to purchase all or a portion of their Securities at the applicable Repurchase 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 and 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 Notes then outstanding Securities and (ii) any existing default or noncompliance with any provision of the Indenture and the Notes 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 Issuer and the Trustee may amend or supplement the Indenture or and the Securities Notes (i) to cure any ambiguity, omission, mistake, 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 Securities; Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iii) to provide for the assumption of the Issuer’s obligations to Holders in the case of a merger, consolidation or sale of assets in accordance with Article V of the Indenture, (iv) to add Senior Subordinated Guarantees with respect make any change that would provide any additional rights or benefits to the Securities; Holders (including additional covenants, events of default, guarantees or security) or that, as determined by the Board of Directors of the Issuer in good faith, does not materially adversely affect the legal rights of any such Holder under the Indenture or the Notes, (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 this Indenture under the TIA; TIA and (viiivi) 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 evidence and provide for the issuance acceptance and appointment under this Indenture of a successor Trustee pursuant to the Exchange Securities, or Additional Securitiesterms of this 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 past 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 Company, the Subsidiary Guarantors and the Trustee may amend or supplement 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 make any change that would provide additional covenants rights or benefits to surrender the holders of Securities or does not adversely affect the rights and powers conferred on the Companyof any Holder; (vii) at the Company’s election, to comply with the requirements any requirement of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, if such qualification should become required; (viii) to make conform the text of the Indenture, the Securities or any change Subsidiary Guarantee to any provision contained in the Offering Memorandums under the heading “Description of the Notes” to the extent that does not adversely affect such provision in the rights “Description of any Holderthe 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 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; (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 Additional Securities, or Additional Securitiesin accordance with the terms of 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 outstanding Securities Notes of such series 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 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 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 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 Security Documents, or the Intercreditor Agreement, to any provision of the “Description of New Second Lien Notes” in the Offering Memorandum to the extent that such provision in the “Description of New Second Lien Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents, or the Intercreditor Agreement; (vi) to add a Subsidiary Pledgor with respect to the Notes or to add Collateral to secure the Notes; (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 the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (viiiix) 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 (x) to provide for the issuance of the Exchange Securities, Notes or Additional SecuritiesNotes; (xi) to release Collateral as permitted by the Indenture or the Intercreditor Agreement; or (xii) 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 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 (other than payment of principal, premium, if any, and interest) 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 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 in accordance with respect the provisions of the Indenture, 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 does not adversely affect the Securities; (vi) to add additional covenants or to surrender legal rights and powers conferred on the Company; (vii) 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 Additional Securities in compliance with Article II and Section 4.03 of the Exchange Securities, or Additional SecuritiesIndenture.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the Intercreditor Agreements or the Securities 2025 First Priority 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 2025 First Priority 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 Securities2025 First Priority 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 Indenture, Security Documents, the Intercreditor Agreements or the Securities 2025 First Priority Notes (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 2025 First Priority Notes; (iii) to provide for uncertificated Securities 2025 First Priority Notes in addition to or in place of certificated Securities2025 First Priority Notes (provided that the uncertificated 2025 First Priority Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated 2025 First Priority Notes are described in Section 163(f)(2)(B) of the Code); (iv) to add Senior Subordinated Guarantees a Subsidiary Guarantee with respect to the Securities2025 First Priority Notes or to secure the 2025 First Priority Notes; (v) to secure the Securitiesadd additional assets as Collateral; (vi) to release Collateral from the Lien or subordinate such Lien (or conform the subordination of such Lien) pursuant to the Security Documents when permitted or required by the Indenture, the Security Documents or the Intercreditor Agreements, (vii) to add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (viiviii) to comply with modify the requirements Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or Other Second-Lien Obligations of the SEC in order to effect Issuer or maintain any Subsidiary Guarantor so long as such other First Priority Lien Obligations and Other Second-Lien Obligations are not prohibited by the qualification provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, the Indenture, the Second Priority Notes Indenture under or the TIA; First Priority Dollar Notes Indenture, (viiiix) to make any change that does not adversely affect the rights of any Holder; (ixx) to effect any provision of this Indenture or to make any change in certain changes to this Indenture to 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 Additional 2025 First Priority Notes; (or any Representative thereof) under such subordination provisions; or (xxi) to provide for the issuance of Additional 2025 First Priority Notes, which shall have terms substantially identical in all material respects to the Exchange SecuritiesOriginal 2025 First Priority Notes, and which shall be treated, together with any outstanding Original 2025 First Priority Notes, as a single issue of securities; or Additional Securities(xii) to conform the text of the Indenture or the 2025 First Priority Notes to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture or the 2025 First Priority Notes.

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 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 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 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 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. 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 inconsistency, or Additional Securitiesto 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 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 aggregate principal amount at Stated Maturity of the outstanding SecuritiesNotes. The Holders of not less than 75% in aggregate principal amount at Stated Maturity of the outstanding Notes may, on behalf of the Holders of all such Notes, waive any rights to require the Company to issue to the Holders of the Notes Contingent Warrants. 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 (i) to cure any ambiguity, omission, defect evidence the succession of another Person to the Company or inconsistencya Guarantor and the assumption by such successor of the covenants of the Company or a 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 CompanyCompany or the Guarantors, if any; (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 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; (vii) to provide for Restricted Subsidiaries to become Guarantors pursuant to the terms of the Indenture; (viii) to secure the Notes; 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 (as it relates to the Notes) 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 existing Default or compliance with any provisions of the Indenture with respect to the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class. Subject to certain exceptions set forth in the Indenture, without the notice to or consent of any HolderHolder of Notes, the Company Issuer, the Note Guarantors and the Trustee may amend the Indenture or the Securities Notes (i) to cure any ambiguity, omission, defect or inconsistency, as set forth in an Officers’ Certificate; (ii) to comply provide for the assumption by a successor corporation of the obligations of the Issuer or any Note Guarantor under the Indenture in compliance with Article 5 of the Indenture; (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 U.S. Federal income tax purposes); (iv) to add Senior Subordinated Guarantees with respect to the SecuritiesNotes or to confirm and evidence the release, termination or discharge of any Note Guarantee when such release, termination or discharge is permitted under the Indenture; (v) to secure add to the Securitiescovenants of the Company or the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or the Issuer 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 does not adversely affect the rights of any HolderHolder of Notes in any material respect, subject to the provisions of the Indenture, as set forth in an Officers’ Certificate; (ixvii) to make any change in amendment to the subordination provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would limit or terminate the benefits available to any holder of Senior Indebtedness not result in Notes being transferred in violation of the Company (Securities Act or any Representative thereofother applicable securities law, and (B) under such subordination provisionsamendment does not materially affect the rights of Holders to transfer Notes; or (xviii) to provide for the issuance of Additional Notes in accordance with the Exchange Securitiesterms of the Indenture; or (ix) to convey, transfer, assign, mortgage or Additional Securitiespledge as security for the Notes any property or assets in accordance with Section 4.09 of 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 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 aggregate 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 Company, the Guarantors and the Trustee may amend the Indenture or the Securities Notes (ia) to cure any ambiguity, omission, defect or inconsistency; (iib) to comply 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 make any change in Article 10 or 12 of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness (or any Representative thereof) under Article 10 or 12 of the Indenture; (e) to add Senior Subordinated additional Guarantees with respect to the SecuritiesNotes; (vf) to secure the SecuritiesNotes; (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 CompanyCompany in the Indenture; (viih) 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; (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 (xj) to provide for the issuance of the Exchange SecuritiesNotes which shall have terms substantially identical in all material respects to the Initial Notes (except that the transfer restrictions contained in the Initial Notes shall be modified or eliminated, as appropriate), and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or Additional Securities(k) to change the name or title of the Initial Notes or Exchange Notes and make any conforming changes related thereto.

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 The Company , the Guarantors 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 a Guarantee with respect to the 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 SecuritiesNotes.

Amendment; Waiver. 11 126 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 aggregate 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 Company, the Guarantors and the Trustee may amend the Indenture or the Securities Notes (ia) to cure any ambiguity, omission, defect or inconsistency; (iib) to comply 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 make any change in Article 10 or 12 of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness (or any Representative thereof) under Article 10 or 12 of the Indenture; (e) to add Senior Subordinated additional Guarantees with respect to the SecuritiesNotes; (vf) to secure the SecuritiesNotes; (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 CompanyCompany in the Indenture; (viih) 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; (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 (xj) to provide for the issuance of the Exchange SecuritiesNotes which shall have terms substantially identical in all material respects to the Initial Notes (except that the transfer restrictions contained in the Initial Notes shall be modified or eliminated, as appropriate), and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or Additional Securities(k) to change the name or title of the Initial Notes or Exchange Notes and make any conforming changes related thereto.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Notes, the Guarantees, 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 Company, the Trustee and the Notes Collateral Agent may amend the Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreements without notice to or the consent of any Holder, the Company , the Guarantors and the Trustee may amend the Indenture or the Securities 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 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, the Guarantees, the Security Documents or the Intercreditor Agreements to any provision of the “Description of Secured Notes” in the Offering Memorandum; (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 in the good faith determination of the Company; (ixxii) 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 Additional Notes; (xiii) to make, complete or confirm any grant of a Lien or security interest in any property or assets as additional Collateral securing the Exchange SecuritiesNotes Obligations, including when permitted or required by the Indenture or the Security Document; (xiv) to release, terminate and/or discharge Collateral from the Lien securing the Notes Obligations when permitted or required by the Indenture, the Security Documents or any Intercreditor Agreement; (xv) to add Additional Secured Parties to any Security Documents; (xvi) to enter into any intercreditor agreement having substantially similar terms with respect to the holders as those set forth in the applicable Intercreditor Agreement, taken as a whole, to enter an Acceptable Junior Intercreditor Agreement and to enter any joinder to any of the foregoing; (xvii) to execute or amend any Security Document or any Intercreditor Agreement (or any supplement or joinder to any of the foregoing) under circumstances provided in the Indenture or therein; or (xviii) in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to the applicable Intercreditor Agreement or to modify any such legend as required by the applicable Intercreditor Agreement to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Term Loan Credit Agreement, the Bilateral L/C Agreement, the ABL Credit Agreement, or Additional Securities.any other agreement that is not prohibited by the Indenture. Exhibit A

Amendment; Waiver. Subject to certain exceptions set forth Except as provided in the Indenturenext two succeeding paragraphs, (i) the Indenture or the Securities 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 Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for Securities), and any existing default or compliance with any provision of the 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 tender offer or exchange offer for Securities). Subject Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to certain exceptions set forth any Securities held by a nonconsenting Holder): (i) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the Stated Maturity of any Securities or alter the provisions with respect to the redemption of the Securities (other than provisions relating to Sections 4.06 and 4.08 of the Indenture); (iii) reduce the rate of or change the time for payment of interest on any Security; (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration); (v) make any Security payable in money other than that stated in the Securities; (vi) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Securities to receive payments of principal of or premium, if any, or interest on the Securities; (vii) waive a redemption payment with respect to any Security (other than a payment required by Sections 4.06 or 4.08 of the Indenture); (viii) amend or modify any Note Guarantees; or (ix) make any change in the foregoing amendment, supplement and waiver provisions. Notwithstanding the foregoing, without the consent of any HolderHolder of Securities, the Company , the Guarantors and the Trustee may amend or supplement 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 additional Note Guarantees with respect to the Securities; (v) Securities or to secure the Securities; (vi) , 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) , 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 the rights of any Holder; (ix) Holder of Securities or 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; 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, (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 Holdereach Securityholder, 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 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 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 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 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 then outstanding 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, among other things, to cure evidence the succession of another Person to the Company and the assumption by any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 such successor of the Indenturecovenants of the Company in the Indenture and in the Notes; (iii) 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; to add additional Events of Default; to provide for uncertificated Securities Notes in addition to or in place of the certificated SecuritiesNotes; (iv) to add Senior Subordinated Guarantees evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee; to secure the Notes; to cure any ambiguity, to correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision in the Indenture, or to make any other provisions with respect to matters or questions arising under the SecuritiesIndenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect; (v) to secure the Securitiesissue Series B Notes; (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 and 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 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 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.). C-9 133

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 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 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 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 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 Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities of a series 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 SecuritiesSecurities of a series. Subject to certain exceptions set forth in the Indenture, without the consent of any HolderHolder of Securities, the Company 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 add Senior Subordinated additional Guarantees with respect to the Securities; (v) Securities or to release any Subsidiary Guarantor from its Subsidiary Guaranty as provided by the terms thereof, or to secure the Securities; (viv) to add additional covenants or to surrender rights and powers conferred on the Company; (vi) to make any change to the subordination provisions relating to the Acquired Subsidiary Guaranties that would limit or terminate benefits available to holders of Designated Senior Debt; (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 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 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; (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, 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 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 Guarantees, the Security Documents or the Securities 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 MHGE Holdings) of the Indentureobligations of the Issuers under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Guarantor (with respect to any Subsidiary Guarantor), as the case may be, of the obligations of a Subsidiary Guarantor under the Indenture, 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 the assumption by a Successor Parent Guarantor (with respect to Parent) of the obligations of Parent under the Indenture and its Guarantee; (vi) 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 Securities; (vi) to add additional covenants or to surrender rights and powers conferred on the CompanyCode; (vii) to conform the text of the Indenture, the Notes, the Guarantees, the Security Documents or the First Lien Intercreditor Agreement 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 First Lien Intercreditor Agreement was intended by the Issuers 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 First Lien Intercreditor Agreement; (xi) to add additional secured creditors holding other 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 Issuers for the benefit of the holders or to surrender any right or power herein conferred upon the Issuers; (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; 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 SecuritiesFirst Lien Intercreditor Agreement may be amended without the consent of any holder or the Trustee in connection with the permitted entry into the First Lien Intercreditor Agreement of any class of additional secured creditors holding Other First-Priority Obligations or Junior Lien Obligations to effectuate such entry into the First Lien Intercreditor Agreement and to make the lien of such class equal and ratable with, as applicable, the lien of the Other First-Priority Obligations or Additional Securitiesthe Junior 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 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; 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 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 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 SecuritiesIntercreditor Agreements may be amended 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 Second-Priority Obligations, First-Priority Obligations or Additional Securitiesother 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, (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 Holder, the Company 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 the Notes” section of the Offering Memorandum, or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of Additional Securities in accordance with the Exchange limitations set forth in the Indenture as of the Issue Date, or to allow any Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities, or Additional Securitiesto comply with the rules of any applicable securities depository.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Securities or the Securities Security Guarantees may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority 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 outstanding of the Securities and (ii) any existing default or noncompliance with any provision of the Indenture or the Securities may be waived with the 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 Guarantors Issuer 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 Issuer'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 in accordance with respect the provisions of the Indenture, 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 Board of Directors of the Issuer in good faith, does not materially adversely affect the legal rights and powers conferred on of any such Holder under the Company; (vii) Indenture to comply with the requirements of the SEC in order to effect or maintain 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) to make any change in the subordination provisions Article II or Section 4.01 of the Indenture or the Exhibits to the Indenture that would limit applies only to Additional Securities (other than a change relating to other provisions of this Indenture incorporated or terminate the benefits available to any holder of Senior Indebtedness of the Company (referenced in Article II, Section 4.01 or any Representative thereof) under such subordination provisions; or (x) to provide for the issuance of the Exchange Securities, or Additional SecuritiesExhibit).