Common use of Amendment; Waiver Clause in Contracts

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of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture, the Indenture Guarantees or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single class, class and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment past default resulting from an acceleration that has been rescinded) or compliance with any provision provisions of the Indenture Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class; provided, however, that if any amendment, waiver or other modification will only affect the Dollar Notes or the Euro Notes, only the consent of the Holders of at least a majority in principal amount of the then outstanding Dollar Notes or Euro Notes, as the case may be, (and not the consent of the majority of all Notes) shall be required. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Indenture Company, the Guarantors and the Trustee may amend the Indenture, the Guarantees or the Notes may be amended (i) to cure any ambiguity, omission omission, defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; (ii) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code) or to alter the provisions of Article 2 of the Indenture or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not adversely affect any Holder; (iii) to add Guarantees with respect provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes by a successor to the Company or a Guarantor in case of a merger or consolidation; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the legal rights under the Indenture of any Holder in any material respect, subject such Holder; (v) to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance comply with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement requirements of the SEC in connection with order to effect or maintain the qualification of the Indenture under the TIATrust Indenture Act; or convey, transfer, assign, mortgage or pledge as security (vi) to provide for the issuance of Notes any property or assets issued after the Issue Date in accordance with Section 4.05 the limitations set forth in the Indenture; (vii) to release any Guarantor from its Guarantee in accordance with the Indenture; (viii) or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Guarantee with respect to the Notes; or (ix) make any change in Article 10 and Article 12 of the IndentureIndenture that would limit or terminate the benefits available to any holder of Senior Debt of the Company or a holder of Guarantor Senior Debt (or any Representative thereof) under such Article 10 and Article 12.

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

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

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented under certain circumstances with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Senior Notes and (ii) certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Outstanding Senior Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with without the consent of the Holders of a majority in principal amount any Senior Notes, the Obligor and the Trustee may amend the Indenture: (i) to evidence the succession of another Person to the Obligor and the assumption by any such successor of the then outstanding Notes voting as a single class. Without covenants of the consent of any Holder of a Note, Obligor under the Indenture or and the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Senior Notes; (ii) to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Obligor for the benefit of the Holders of the Senior Notes or to surrender any right or power conferred upon the CompanyObligor; make (iii) to add any change that does not adversely affect additional events of default for the rights benefit of any Holder in any material respect, subject to the provisions Holders of the IndentureSenior Notes; make (iv) to add to or change any amendment to of the provisions of the Indenture relating as necessary to permit or facilitate the issuance of Senior Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Senior Notes in uncertificated form; (v) to secure the Senior Notes or add guarantees with respect to the form, authentication, transfer and legending of Senior Notes; provided(vi) to add or appoint a successor or separate Trustee; (vii) to cure any ambiguity, however, defect or inconsistency; provided that the interests of the Holders of the Senior Notes are not adversely affected in any material respect; (Aviii) compliance with to supplement any of the provisions of the Indenture as so amended necessary to permit or facilitate the defeasance and discharge of Senior Notes; provided that the interests of the Holders of the Senior Notes are not adversely affected in any material respect; (ix) to make any other change that would not result in adversely affect the Notes being transferred in violation Holders of the Securities Act or Senior Notes; (x) to make any other applicable securities law and (B) such amendment does not materially affect the rights of Holders change necessary to transfer Notes or comply with any requirement of the SEC Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; or convey(xi) to conform the Indenture to the section entitled “Description of Notes” in the prospectus supplement dated March 11, transfer, assign, mortgage or pledge 2025 relating to the Senior Notes; and (xii) to reflect the issuance of additional Senior Notes as security for the Notes any property or assets in accordance with permitted by Section 4.05 2.01 and Section 2.02 of the Base Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes Securities may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single class, and (ii) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding Notes voting as a single classoutstanding. Without Subject to certain exceptions set forth in the Indenture, without notice to or the consent of any Holder of a NoteSecurityholder, the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes may be amended Securities to cure any ambiguity, omission omission, defect or inconsistency; , or to provide for the assumption comply with Article 5 of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; 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), or to make any change to 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 Subsidiary Guarantor, or to add Guarantees guarantees (including Subsidiary Guarantees) with respect to the Notes Securities, or to confirm secure the Securities, or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; to add to the covenants of the Company for the benefit of the Holders of Notes Holders, or to surrender any right or power conferred upon on the Company; Company or any Subsidiary Guarantor, or to make any change that does not adversely affect the rights of any Holder in any material respectSecurityholder, subject or to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of qualifying the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for Act. No amendment may be made to the Notes any property or assets in accordance with Section 4.05 subordination provisions of the IndentureIndenture 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 exceptionsexceptions set forth in the Indenture, (a) the Indenture or and the Notes may be amended or supplemented (and waivers granted with respect to any provisions thereof) with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding and (b) any default or noncompliance with any provision thereof may be waived with the written consent of the Holders of a majority in principal amount of the Notes voting as a single classthen outstanding. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); to add Guarantees with respect to provide for the Notes or to confirm or evidence assumption by a successor corporation of the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants obligations of the Company for or a Guarantor to Holders under the benefit Indenture in the case of a merger or consolidation; to make any change that would provide any additional rights or benefits to the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the legal rights under the Indenture of any Holder such Holder; to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Act; to evidence and provide for the acceptance of appointment under the Indenture of a successor trustee; to add one or more Guarantors under the Indenture, or to secure the Notes or any material respect, subject of the Note Guarantees; to conform the provisions text of the Indenture, the Notes or any Note Guarantee to any provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the section of the Offering Memorandum entitled “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or such Note Guarantee; as necessary to conform the Indenture to any exemptive orders under the Act received by the Company or any Guarantor; to comply with the rules of any applicable securities depositary; or to make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A1) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B2) such amendment does not materially and adversely affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureNotes.

Amendment; Waiver. Subject Except as otherwise expressly provided for in this Agreement, no amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the Authority and the other Parties hereto, subject to certain exceptionsany consent required in accordance with Section [XX] of the Covenant Agreement, and in each case any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that the Accounts Bank may rely on any instruction of the Trustee in executing any amendment or waiver of this Agreement regarding the satisfaction of any such conditions set forth above. Notwithstanding the foregoing, the Indenture Trustee (acting at the written direction of the Required Bondholders), the Authority, the City, the Manager, and the Accounts Bank, and if in connection with the creation of any additional accounts not held at Accounts Bank, the applicable Accounts Bank, may amend or waive any provision hereof to add additional Pledged Accounts or permit the Authority or the Notes Manager, as applicable, to open other accounts, in each case as may be necessary to effectuate the intent of this Agreement or otherwise allow for the flow of funds as may be necessary for ease of administering Gross Revenues or the Secured Obligations, in each case, so long as such additional accounts are subject to the requirements of the Indenture (as determined solely by the Authority, the Manager, and the Trustee); provided that, the Authority and the Manager, as applicable, shall deliver (or caused to be delivered) a copy of any such amendment and/or supplement to the Trustee and the Bondholders within five (5) Business Days of the entry thereof. To the extent Accounts Bank is a Bondholder, the Manager agrees that the Indenture and the other Financing Documents shall not be amended or supplemented with waived to modify or change in an adverse manner the rights of the Accounts Bank as a Bondholder or its rights to priority of payment without the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureAccounts Bank.

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

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

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

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

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

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

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

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

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

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Notes. Subject to certain exceptions set forth in the payment Indenture, without the consent of any Holder, the principal of, premium, if any, or interest on Issuer and the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of Trustee may amend the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended Notes: (i) to cure any ambiguity, omission omission, defect or inconsistency; , (ii) to provide for the assumption comply with Article 5 of the Company’s obligations under the Indenture; , (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; PROVIDED that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code, (iv) to add Guarantees with respect to the Notes or to confirm or evidence secure the releaseNotes, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; (v) to add to the covenants of the Company Issuer or any Parent of the Issuer for the benefit of the Holders of Notes or to surrender any right or power herein conferred upon the Company; Issuer or any Parent of the Issuer, (vi) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA, (vii) to effect any provision of the Indenture (including to release any Guarantees in accordance with the terms of the Indenture), (viii) to make any change that does not adversely affect the rights of any Holder in any material respectHolder, subject (ix) to provide for the provisions issuance of the Indenture; make Exchange Notes or Additional Notes or (x) to release the Guarantee of any amendment to the provisions Parent of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureIssuer.

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

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Senior Notes Indenture, (i) the Senior Notes Indenture or and the Senior Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Senior Notes (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of a majority in principal amount of the outstanding Senior Notes. Without Subject to certain exceptions set forth in the Senior Notes Indenture, without the consent of any Holder of a NoteHolder, the Issuers and the Trustee may amend the Senior Notes Indenture or and the Notes may be amended Senior Notes: (i) to cure any ambiguity, omission omission, mistake, defect or inconsistency; (ii) to give effect to any provision of the Senior Notes Indenture (including, without limitation, the release of any Senior Note Guarantees in accordance with the terms of Section 10.06 of the Senior Notes Indenture); (iii) to comply with Article V of the Senior Notes Indenture; (iv) to provide for the assumption by a Successor Company of the Company’s obligations of any Issuer under the IndentureSenior Notes Indenture and the Senior Notes, to provide for the assumption by Midco of the obligations of RGHL under the Senior Notes Indenture and the Senior Notes or to provide for the assumption by a Successor Senior Note Guarantor of the obligations of a Senior Note Guarantor under the Senior Notes Indenture and its Senior Note Guarantee; (v) to provide for uncertificated Senior Notes in addition to or in place of certificated NotesSenior Notes (provided that the uncertificated Senior Notes are issued in registered form for purposes of Section 163(f) of the Code); (vi) to add Guarantees a Senior Note Guarantee with respect to the Notes or Senior Notes, (vii) to confirm or evidence add collateral for the release, termination or discharge benefit of any Guarantee when such release, termination or discharge is permitted under the IndentureSenior Notes; (viii) to add to the covenants of the Company Issuers, BP I, BP II or any Senior Note Guarantor for the benefit of the Holders of Notes or to surrender any right or power conferred upon the CompanyBP I or BP II; (ix) to make any change that does not adversely affect the rights of any Holder in any material respect, subject Holder; (x) to evidence and give effect to the provisions acceptance and appointment under the Senior Notes Indenture of a successor Trustee; (xi) to provide for the accession of the IndentureTrustee to any instrument in connection with the Senior Notes; (xii) to make any amendment certain changes to the provisions Senior Notes Indenture to provide for the issuance of the Indenture relating to the form, authentication, transfer and legending of Additional Senior Notes; provided, however, that (Axiii) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Senior Notes Indenture under the TIATrust Indenture Act, if such qualification is required; or convey, transfer, assign, mortgage or pledge as security for (xiv) to conform to the Notes any property or assets in accordance with Section 4.05 terms of the IndentureAugust 2011 Senior Notes Indenture as it exists on the date of the Offering Circular or the August 2011 Senior Notes as they exist on the date of the Offering Circular.

Amendment; Waiver. (a) Subject to certain exceptionsexceptions set forth in the Indenture, without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee may, among other things, amend or supplement the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; to provide for the assumption by a Surviving Entity of the obligations of the Company or a Subsidiary Guarantor under the Indenture; to add Subsidiary Guarantees or additional guarantees with respect to the Notes or release a Subsidiary Guarantee in accordance with the terms of the Indenture; to secure the Notes; 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’s obligations ; to provide for the issuance of Additional Notes; to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the Offering Memorandum; to evidence the replacement of the Trustee as provided for under the Indenture; if necessary, in connection with any release of any security permitted under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees if necessary, in connection with respect to the Notes or to confirm or evidence the release, termination or discharge any release of any Guarantee when such release, termination or discharge is security permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does other changes which do not adversely affect the rights of any of the Holders in any material respect. (b) Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then Outstanding Notes and (ii) any Default or Event of Default under the Indenture (except a Default in the payment of the principal of, premium, if any, or interest on any Notes) may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. However, without the consent of each Holder affected thereby, no amendment may, among other things, reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes; change any place of payment where the principal of or interest on the Notes is payable; reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; make any Notes payable in money other than that stated in the Notes; make any change in the provisions of the Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on the Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control Repurchase Event that has occurred; eliminate or modify in any manner a Subsidiary Guarantor’s obligations with respect to its Subsidiary Guarantee which adversely affects Holders in any material respect, subject to the provisions of except as contemplated in the Indenture; make any amendment change in the Additional Amounts provisions of the Indenture that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable taxes; or make any change to the provisions of this Indenture or the Indenture relating Notes that adversely affects the ranking of the Notes (for the avoidance of doubt, a change to the form, authentication, transfer covenants described in Section 3.8 and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification Section 3.12 of the Indenture under does not adversely affect the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 ranking of the IndentureNotes).

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment ii) certain Events of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single classNotes. Without The Company and the consent of any Holder of a Note, Trustee may also amend the Indenture or the Notes may without the consent of any Noteholder for certain items specified in the Indenture. Certificated Notes shall be amended transferred to cure any ambiguityall beneficial holders in exchange for their beneficial interests in the Global Note, omission defect if any, if (x) the Depositary notifies the Company that it is unwilling or inconsistency; unable to provide for continue as Depositary or if it ceases to be a clearing agency registered under the assumption Exchange Act and a successor Depositary is not appointed by the Company within 90 days, (y) the Company decides to discontinue use of the Company’s obligations under system of book-entry transfer through the Indenture; Depositary (or any successor depositary) or (z) there shall have occurred and be continuing an Event of Default and the Note Registrar has received a request from the Depositary. Upon any such issuance, the Trustee is required to provide for uncertificated register such certificated Notes in addition the name of, and cause the same to be delivered to, such Person or Persons (or the nominee of any thereof). Notes in place certificated form are issuable only in registered form without coupons in denominations of certificated Notes; $1,000 and any integral multiple thereof. As provided in the Indenture and subject to add Guarantees with respect to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of a differing authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to confirm cover any tax or evidence other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the releaseCompany, termination or discharge of the Trustee and any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for the benefit of the Holders of Notes all purposes, whether or to surrender any right or power conferred upon not this Note is overdue, and neither the Company; make , the Trustee nor any change that does not adversely affect the rights of any Holder in any material respect, subject such agent shall be affected by notice to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenturecontrary.

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

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented under certain circumstances with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Senior Notes and (ii) certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default Outstanding Senior Notes. Subject to certain exceptions set forth in the payment of the principal ofIndenture, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with without the consent of the Holders of a majority in principal amount any Senior Notes, the Obligor and the Trustee may amend the Indenture: (i) to evidence the succession of another Person to the Obligor and the assumption by any such successor of the then outstanding Notes voting as a single class. Without covenants of the consent of any Holder of a Note, Obligor under the Indenture or and the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Senior Notes; (ii) to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Obligor for the benefit of the Holders of the Senior Notes or to surrender any right or power conferred upon the CompanyObligor; make (iii) to add any change that does not adversely affect additional events of default for the rights benefit of any Holder in any material respect, subject to the provisions Holders of the IndentureSenior Notes; make (iv) to add to or change any amendment to of the provisions of the Indenture relating as necessary to permit or facilitate the issuance of Senior Notes in bearer form, authenticationregistrable or not registrable as to principal, transfer and legending with or without interest coupons, or to permit or facilitate the issuance of Senior Notes in uncertificated form; (v) to secure the Senior Notes; provided(vi) to add or appoint a successor or separate Trustee; (vii) to cure any ambiguity, however, that defect or inconsistency; (Aviii) compliance with to supplement any of the provisions of the Indenture as so amended necessary to permit or facilitate the defeasance and discharge of Senior Notes; provided that the interests of the holders of the Senior Notes are not adversely affected in any material respect; (ix) to make any other change that would not result in adversely affect the Notes being transferred in violation Holders of the Securities Act or Senior Notes; (x) to make any other applicable securities law and (B) such amendment does not materially affect the rights of Holders change necessary to transfer Notes or comply with any requirement of the SEC Commission in connection with the qualification of the Indenture or any supplemental Indenture under the TIA; or convey(xi) to conform the Indenture to the section entitled “Description of Notes” in the prospectus supplement dated December 4, transfer, assign, mortgage or pledge 2019 relating to the Senior Notes; and (xii) to reflect the issuance of additional Notes as security for the Notes any property or assets in accordance with permitted by Section 4.05 2.01 and Section 2.02 of the Indenture.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or Indenture, a Notes Guarantee, and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as (including, without limitation, consents obtained in connection with a single classpurchase 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). Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Issuers, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; , to provide for comply with Article IV or Article X of the Indenture in respect of the assumption by the Successor Issuer of an obligation of the Company’s obligations applicable Issuer or any Subsidiary Guarantor under the Indenture; , to provide for uncertificated Notes in addition to or in place of certificated Notes; , to add Guarantees with respect to the Notes or to confirm release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under otherwise in accordance with the Indenture; add , to secure the covenants of the Company for the benefit of the Holders of Notes or Notes, to surrender any right or power conferred upon the Company; make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under the Indenture of any Holder in any material respect, subject such Holder; to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with order to effect or maintain the qualification of the Indenture under the TIA; , or convey, transfer, assign, mortgage or pledge as security to provide for the Notes any property or assets in accordance with Section 4.05 issuance of the IndentureExchange Notes, or to provide for successor trustees.

Amendment; Waiver. Subject to certain exceptionsNotwithstanding any other provision of this Disclosure Agreement, the Indenture Issuer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Series 2018 Bonds, or the Notes may be type of business conducted; (b) The undertaking, as amended or supplemented taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Series 2018 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Series 2018 Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single classHolders, and any existing Default or (other than a Default ii) does not, in the payment opinion of nationally recognized bond counsel, materially impair the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent interests of the Holders or Beneficial Owners of the Series 2018 Bonds. In the event of any amendment or waiver of a majority provision of this Disclosure Agreement, the Issuer shall describe such amendment in principal amount the next Annual Report, and shall include, as applicable, a narrative explanation of the then outstanding Notes voting as a single class. Without reason for the consent of any Holder amendment or waiver and its impact on the type (or, in the case of a Notechange of accounting principles, on the Indenture presentation) of financial information or operating data being presented by the Notes may Issuer. In addition, if the amendment relates to the accounting principles to be amended to cure any ambiguityfollowed in preparing financial statements, omission defect or inconsistency; to provide (i) notice of such change shall be given in the same manner as for a Listed Event Notice under Section 5, and (ii) the Annual Report for the assumption year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the Company’s obligations under new accounting principles and those prepared on the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants basis of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indentureformer accounting principles.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or and the terms of the Notes may be amended or supplemented with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes 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 Notes voting as a single class, and any existing Default (other than a Default Outstanding Securities of such affected series. Subject to certain exceptions set forth in the payment Indenture, without the consent of any Holder, the principal of, premium, if any, or interest on Company and the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of Trustee may amend the Indenture or the Notes may be waived with Notes, so long as such changes do not materially and adversely affect the consent interests of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a NoteHolder, the Indenture or the Notes may be amended (a) to cure any ambiguity, omission omission, defect or inconsistency; (b) to make any change that does not materially adversely affect the interests of the Holders of the Notes; (c) to provide for successors to the assumption Company; (d) to provide any guarantees of the Company’s obligations under Notes (subject to the Conditions to Redemption); (e) to add Events of Default with respect to the Notes; (f) to add additional covenants or to surrender any right or power conferred upon the Company by the Indenture; (g) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; (h) to provide for uncertificated Notes in addition to or in place of certificated Notes; (i) to add Guarantees with respect to the Notes change or to confirm or evidence the release, termination or discharge eliminate any of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture, provided that such change or elimination shall become effective only when there are no Securities of a prior series outstanding that are entitled to the benefit of such provision; make (j) to establish the form or terms of Securities as permitted by the Indenture; and (k) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Securities of one or more series and to add to or change any amendment to of the provisions of the Indenture relating as shall be necessary to provide for or facilitate the form, authentication, transfer and legending administration of Notes; provided, however, that (A) compliance with the trusts under the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders by more than one Trustee, pursuant to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenture.

Amendment; Waiver. (a) Subject to certain exceptionsexceptions set forth in the Indenture, without the consent of any Holder, the Bank and the Trustee may, among other things, amend or supplement the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission omission, defect or inconsistency; to provide for the assumption by a Successor Person of the Company’s obligations of the Bank under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated secure the Notes; to add Guarantees with respect to the Notes or to confirm or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company Bank for the benefit of the Holders of Notes or to surrender any right or power herein conferred upon the CompanyBank; make any change that does not adversely affect to add an Event of Default for the rights of any Holder in any material respect, subject to the provisions benefit of the IndentureHolders; make any amendment to conform the provisions text of the Indenture relating to or the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance Notes with the Indenture as so amended would not result description thereof set forth in the Notes being transferred in violation “Description of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect Notes” section of the rights of Holders Offering Memorandum; to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIAU.S. Trust Indenture Act of 1939, as amended; to evidence the replacement of the Trustee as provided for under the Indenture; or conveyto make any other amendment, transfermodification or supplement not adverse to the Holders in any respect. (b) Subject to certain exceptions set forth in the Indenture, assign, mortgage (i) the Indenture or pledge as security for the Notes any property may be amended or assets in accordance supplemented with Section 4.05 the written consent of the IndentureHolders of at least a majority in principal amount of the then 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 Outstanding Note) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. However, without the consent of each Holder affected thereby, no amendment may, among other things, reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes; reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; make any Notes payable in money other than that stated in the Notes; make any change in the provisions of the Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on the Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; make any change in the Additional Amounts provisions of the Indenture that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable taxes; or make any change to the provisions of the Indenture or the Notes that adversely affects the ranking of the Notes.

Amendment; Waiver. (a) Subject to certain exceptionsexceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may, among other things, amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency; to provide for the assumption by a successor Person of the obligations of A-24 the Company under the Indenture; 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 provide for the issuance of Additional Notes; to conform the text of the Indenture or the Notes to any provision of the Offering Memorandum; to evidence the replacement of the Trustee as provided for under the Indenture; or to make any other changes which do not adversely affect the rights of any of the Holders in any material respect. (b) Subject to certain exceptions set forth in the Indenture, the Indenture or the terms and conditions of the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Outstanding Notes voting as or by adoption of resolutions at a single class, meeting of Holders of at least a majority of the Outstanding Notes and any existing Default or Event of Default under the Indenture (other than except a Default in the payment of the principal of, premium, if any, or interest on the any Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes voting as or by adoption of resolutions at a single classmeeting of Holders of at least a majority of the Outstanding Notes. Without However, without the consent or affirmative vote of each Holder affected thereby, no amendment may, among other things, change the interest rate with respect to any Notes or reduce the principal amount of any Holder of a NoteNotes, or change the Indenture or time for such payments; modify the obligation to pay Additional Amounts; change the prices at which the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption of redeemed by the Company’s obligations under , or change the Indenturetime at which any Note may be redeemed; to provide for uncertificated Notes change the currency in addition to which, or in change the required place of certificated Notes; to add Guarantees at which, payment on principal, premium, if any, and interest with respect to the Notes is payable; impair the right to institute suit for the enforcement of any payment obligation on or with respect to any Note; or reduce the above-stated percentage of principal amount of Outstanding Notes whose Holders are required to consent to modify or amend the Indenture or the terms or conditions of the Notes or to confirm waive any future compliance or evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit past default. (c) The consent of the Holders of Notes or to surrender any right or power conferred upon shall not be required in the Company; make any change that does not adversely affect the rights case of any Holder substitution or variation of the terms of the Notes required to be made in any material respectthe circumstances described under, subject to and made in compliance with the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC Section 8 in connection with the qualification substitution or variation of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for terms of the Notes any property so that they remain or assets in accordance with Section 4.05 of the Indenturebecome Qualifying Notes.

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

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

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (i) the Indenture or the Notes Securities may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default Securities (other than a Default in including the payment of the principal of, premiumAdditional Securities, if any, ) and (ii) any default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single classSecurities (including the Additional Securities, if any). Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteSecurityholder, the Company and the Trustee may amend the Indenture or the Notes may be amended Securities to cure any ambiguity, omission omission, defect or inconsistency; , or to provide for the assumption comply with Article Five of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes Securities in addition to or in place of certificated Notes; Securities, or to add Guarantees guarantees with respect to the Notes Securities or to confirm secure the Securities, or evidence to add additional covenants or surrender rights and powers conferred on the releaseCompany, termination or discharge to comply with any request of any Guarantee when such release, termination or discharge is permitted the SEC in connection with qualifying the Indenture under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes Act, or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder Securityholder, or to provide for the issuance of Series B Notes, or to provide for the issuance of Additional Securities in any material respectaccordance with the limitations set forth in the Indenture, subject or to or to conform the provisions text of the Indenture; make , the Note Guarantees or the Securities to any amendment provision of the Description of Notes contained in the Offering Memorandum related to the Securities, dated as of May 1, 2003, 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 Note Guarantees or the Securities. However, no amendment may be made 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 not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect adversely affects the rights of Holders any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the Indenturegive a consent) consent to such change.

Amendment; Waiver. Subject to The Indenture permits, with certain exceptionsexceptions as therein provided, the Indenture or amendment thereof and the Notes may be amended or supplemented with modification of the consent rights and obligations of the Company and the Guarantor and the rights of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of PHONES under the Indenture or at any time by the Notes may be waived Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount Original Principal Amount of the then outstanding Notes voting as a single classPHONES at the time outstanding. Without The Indenture also contains provisions permitting the consent Holders of any Holder of a Note, the Indenture or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption specified percentages in Original Principal Amount of the Company’s obligations under PHONES at the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the releasetime outstanding, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit on behalf of the Holders of Notes all PHONES, to waive compliance by the Company or to surrender the Guarantor with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this PHONES shall be conclusive and binding upon such Holder and upon all future Holders of this PHONES and of any right or power conferred PHONES issued upon the Company; registration of transfer thereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this PHONES. Notwithstanding any other provision of this PHONES or the Indenture, no supplemental indenture, without the consent of the Holders of each PHONES shall: (a) reduce the amount of PHONES whose Holders must consent to an amendment or waiver; (b) change the rate or the time for payment of interest, including Basic Interest, Additional Interest and amounts relating to cash dividends on the Reference Shares; (c) change the principal or the fixed maturity; (d) waive a default in the payment of principal, premium or interest; (e) make the PHONES payable in a different currency; (f) make any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating concerning (i) waiver of existing Defaults; (ii) right of Holders of PHONES to receive payment; or (iii) amendments and waivers with consent of Holders of PHONES; (g) impair the right to institute suit for the enforcement of any payment on or after the stated maturity of such payment or, in the case of Redemption, on or after the Redemption Date; or (h) modify or effect in any manner adverse to the form, authentication, transfer Holders the terms and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation conditions of the Securities Act Guarantor's obligations regarding due and punctual payment of principal of, or any other applicable securities law and (B) such amendment does not materially affect premium or interest on the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndenturePHONES.

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

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

Amendment; Waiver. Subject to certain exceptionsNotwithstanding any other provision of this Disclosure Agreement, the Indenture PAC, the Authority, the Dissemination Agent and the Trustee may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived by the parties hereto, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, acceptable to the Authority and the Trustee, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subse- quent change in or official interpretation of the Rule, provided that the Authority shall have provided notice of such delivery and of the amendment to each then existing NRMSIR or the Notes may be amended or supplemented with MSRB and the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premiumSID, if any, provided that neither the Trustee nor the Dissemination Agent shall be obligated to agree to any amendment that modifies the duties or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision liabilities of the Indenture Dissemination Agent or the Notes Trustee without their respective consent thereto. Any such amendment shall satisfy, unless otherwise permitted by the Rule, the following conditions: (i) The amendment may only be waived made in connection with a change in circumstances that arises from a change in legal reimbursements, change in law or change in the identity, nature or status of the obligated person or type of business conducted; (ii) This Disclosure Agreement, as amended, would have complied with the consent requirements of the Holders of a majority in principal amount Rule at the time of the then outstanding Notes voting as a single class. Without the consent of primary offering, after taking into account any Holder of a Note, the Indenture amendments or the Notes may be amended to cure any ambiguity, omission defect or inconsistency; to provide for the assumption interpretations of the Company’s obligations under the Indenture; to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to the Notes or to confirm or evidence the releaseRule, termination or discharge of any Guarantee when such release, termination or discharge is permitted under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company; make as well as any change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of the Indenturecircumstances; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that and (Aiii) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such The amendment does not materially affect impair the rights interests of Holders to transfer Notes or comply with Beneficial Owners and Hold- ers of any requirement of the SEC in connection Bonds, as determined either by parties unaffiliated with the qualification Borrower (such as the Trustee or counsel expert in federal securities laws), or by approving vote of Bondholders pursuant to the terms of the Indenture under at the TIA; or conveytime of the amendment. The initial Annual Financial information after the amendment shall explain, transferin narrative form, assign, mortgage or pledge as security the reasons for the Notes any property or assets in accordance with Section 4.05 amendment and the effect of the Indenturechange, if any, in the type of operating data or financial information being provided.

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

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, the Indenture or the Notes may be amended or supplemented without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any past Default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes voting as a single classoutstanding. However, and any existing Default (other than a Default subject to certain exceptions set forth in the Indenture, without the consent of each Holder of an outstanding Note affected thereby, no amendment or waiver may, among other things: (i) reduce the principal amount of or change the Stated Maturity of any payment on any Note; (ii) reduce the rate of any interest on any Note; (iii) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed; (iv) change the currency for payment of the principal of, premiumor interest or any Additional Amounts on, if any, any Note; (v) impair the right to institute suit for the enforcement of any right to payment on or with respect to any Note; (vi) waive a Default or Event of Default in payment of principal of and interest on the Notes; (vii) reduce the principal amount of Notes whose Holders must consent to any amendment, except a payment default resulting from an acceleration that has been rescindedsupplement or waiver; (viii) make any change to the first paragraph of Section 9.02 of the Indenture; (ix) modify or compliance with change any provision of the Indenture or affecting the ranking of the Notes may or any Note Guaranty in a manner adverse to the Holders of the Notes; or (x) make any change in any Note Guaranty that would adversely affect the Holders of the Notes. provided that the provisions of the covenants described in Section 4.11 of the Indenture may, except as provided above, be amended or waived with the consent of the Holders of a majority holding not less than 66 2/3% in aggregate principal amount of the then outstanding Notes voting as a single classNotes. Without The Company, the Guarantors and the Trustee may, without the consent of any Holder of a Notethe Notes, amend the Indenture or the Notes may be amended to: (i) to cure any ambiguity, omission omission, defect or inconsistency; ; (ii) to add guarantees or collateral with respect to the Notes; (iii) to comply with Section 5.01 of the Indenture; (iv) to provide for the assumption any guarantee of the Company’s obligations under the Indenture; Notes, to provide for uncertificated Notes in addition to or in place of certificated Notes; to add Guarantees with respect to secure the Notes or to confirm or and evidence the release, termination or discharge of any Guarantee guarantee of the Notes when such release, termination or discharge is permitted under the by this Indenture; ; (v) to add to the covenants of the Company or the Guarantors for the benefit of the Holders of Notes or Holders; (vi) to surrender any right or power herein conferred upon the Company; Company or the Guarantors; (vii) to evidence and provide for the acceptance of an appointment by a successor Trustee; (viii) to provide for the issuance of Additional Notes; (ix) to make any other change that does not materially and adversely affect the rights of any Holder in any material respect, subject or to conform this Indenture to the provisions of the Indenture; make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending section “Description of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result ” in the Notes being transferred in violation of the Securities Act or any other applicable securities law and Offering Memorandum; or (Bx) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement applicable requirements of the SEC SEC, including in connection with the an required qualification of the Indenture under the TIA; Trust Indenture Act provided that, in such case, the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or convey, transfer, assign, mortgage or pledge as security for supplement complies with the Notes any property or assets in accordance with provisions of Section 4.05 9.01 of the Indenture. Each Guarantor must consent to any amendment, supplement or waiver.

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

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

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Senior Secured Notes Indenture, (i) the Senior Secured Notes Indenture, the Indenture or Senior Secured Notes, the Notes First Lien Intercreditor Agreement, the 2013 Intercreditor Agreement, any Additional Intercreditor Agreement and any Security Document may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing Default (other than a Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the outstanding Senior Secured Notes and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of a majority in principal amount of the outstanding Senior Secured Notes; provided, however, that (x) if any such amendment or waiver will only affect one series of Senior Secured Notes (or less than all series of Senior Secured Notes) then outstanding under this Senior Secured Notes voting as Indenture, then only the consent of the Holders of a single classmajority in principal amount of the Senior Secured Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for Senior Secured Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Senior Secured Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Senior Secured Notes, then the consent of the Holders of not less than a majority in principal amount of the Senior Secured Notes of such series then outstanding (including, in each case, consent obtained in connection with a tender offer or exchange offer for Notes) shall be required. Without Subject to certain exceptions set forth in the Senior Secured Notes Indenture, without the consent of any Holder of a NoteHolder, the Indenture or Issuers, the Collateral Agent, the Additional Collateral Agent and the Trustee may amend the Senior Secured Notes may be amended Indenture, the Senior Secured Notes, the First Lien Intercreditor Agreement, the 2013 Intercreditor Agreement, any Additional Intercreditor Agreement and any Security Document: (i) to cure any ambiguity, omission omission, mistake, defect or inconsistency; (ii) to give effect to any provision of the Senior Secured Notes Indenture (including, without limitation, the release of any Senior Secured Note Guarantee in accordance with the terms of Section 10.06, 12.01(a)(i) and (ii) and 12.06 of the Senior Secured Notes Indenture); (iii) to comply with Article V of the Senior Secured Notes Indenture; (iv) to provide for the assumption by a Successor Company of the Company’s obligations of any Issuer under the IndentureSenior Secured Notes Indenture and the Senior Secured Notes or to provide for the assumption by a Successor Senior Secured Note Guarantor of the obligations of a Senior Secured Note Guarantor under the Senior Secured Notes Indenture and its Senior Secured Note Guarantee; (v) to provide for uncertificated Senior Secured Notes in addition to or in place of certificated Senior Secured Notes; provided, however, that the uncertificated Senior Secured Notes are issued in registered form for purposes of Section 163(f) of the Code; (vi) to add Guarantees a Senior Secured Note Guarantee with respect to the Senior Secured Notes; (vii) to add assets to the Collateral; (viii) to release Collateral from any Lien pursuant to the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2013 Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents when permitted or required by the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2013 Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents; (ix) to confirm or evidence the release, termination or discharge extent necessary to provide for the granting of a security interest for the benefit of any Guarantee when Person; provided, however, that the granting of such release, termination security interest is not prohibited under Section 4.17 of the Senior Secured Notes Indenture or discharge is permitted otherwise under the Senior Secured Notes Indenture; (x) to add to the covenants of the Company Issuers, BP I, BP II or any Senior Secured Note Guarantor for the benefit of the Holders of Notes or to surrender any right or power conferred upon the CompanyBP I or BP II; (xi) to make any change that does not adversely affect the rights of any Holder in any material respect, subject Holder; (xii) to evidence and give effect to the provisions acceptance and appointment under the Senior Secured Notes Indenture, the First Lien Intercreditor Agreement, the 2013 Intercreditor Agreement, any Additional Intercreditor Agreement and the applicable Security Documents of a successor Trustee; (xiii) to provide for the accession of the Indenture; make Trustee to any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC instrument in connection with the qualification Senior Secured Notes; (xiv) to make certain changes to the Senior Secured Notes Indenture to provide for the issuance of Additional Senior Secured Notes; (xv) [reserved.]; or (xvi) to conform to the text of the Senior Secured Notes Indenture under or the TIA; or convey, transfer, assign, mortgage or pledge as security for the Senior Secured Notes to any property or assets in accordance with Section 4.05 provision of the Indenturedescription of the senior secured notes in the Offering Circular, to the extent such provision in the description of the senior secured notes in the Offering Circular was intended to be a verbatim recitation of a provision of the Senior Secured Notes Indenture or the Senior Secured Notes.

Amendment; Waiver. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture or with respect to the Notes 2017 Securities and the 2017 Securities may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the then outstanding Notes voting as a single class, 2017 Securities and (b) any existing Default (other than a Default in the payment of the principal of, premium, if any, default or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount outstanding of the then outstanding Notes voting as a single class2017 Securities. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a Note2017 Securities, the Company and the Trustee shall be entitled to amend the Indenture with respect to the 2017 Securities or the Notes may be amended 2017 Securities to cure any ambiguity, omission omission, defect or inconsistency; , or to provide for the assumption comply with Article 5 of the Company’s obligations under the Indenture; , or to provide for uncertificated Notes 2017 Securities in addition to or in place of certificated Notes; 2017 Securities, or to add Guarantees guarantees with respect to the Notes 2017 Securities or to confirm secure the 2017 Securities, or evidence to add additional covenants with respect to the release2017 Securities or surrender rights and powers conferred on the Company or the Subsidiary Guarantors with respect to the 2017 Securities, termination or discharge to comply with any requirement of any Guarantee when such release, termination or discharge is permitted the SEC in connection with qualifying the Indenture under the Indenture; add to the covenants of the Company for the benefit of the Holders of Notes Act, or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any Holder in any material respectof 2017 Securities, subject or to provide for the provisions issuance of Additional 2017 Securities or to conform the Indenture; make any amendment to the provisions text of the Indenture relating to any provision of the form, authentication, transfer and legending section entitled "Description of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result notes" contained in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes or comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; or convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.05 of the IndentureProspectus.