Common use of Amendment; Waiver Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesNotes. Subject to certain exceptions set forth in the Indenture, the Issuer, the Guarantors, the Trustee and the Collateral Agent may, at any time and from time to time, without the notice to or consent of any Holder Holders of SecuritiesNotes, the Issuer and the Trustee may amend (a) enter into one or more indentures supplemental to the Indenture and/or (b) amend, supplement or the Securities otherwise modify any other Note Document, in each case: (i) to evidence the succession of another Person person to the Issuer, Parent Issuer or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent Issuer or any other such Guarantor, respectively, in the Indenture, in the Securities and Notes, in the applicable Note GuaranteeGuarantee and in the applicable Security Documents, as applicable; (ii) to add to the covenants of Parent, the Issuer or any of their respective its Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee pursuant to the requirements of Section 6.10 of the Indenture or a successor Collateral Agent in accordance with the terms of the Indenture; (vi) to secure the SecuritiesNotes; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.)

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Bonds may be amended or supplemented without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Bonds then outstanding, and (ii) any default past Default or noncompliance compliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesBonds then outstanding. Subject However, subject to certain exceptions set forth in the Indenture, without the consent of each Holder of an outstanding Bond affected thereby, no amendment may, among other things: (i) reduce the rate of or extend the time for payment of interest on any Bond; (ii) reduce the principal of any Bond; (iii) reduce the amount payable upon the redemption of any Bond or change the time at which any Bond may be redeemed; (iv) change the currency for payment of principal of, or interest on, any Bond; (v) impair the right to institute suit for the enforcement of any payment on or with respect to any Bond; (vi) waive a Default or Event of Default in payment of principal of and interest on any Bond; (vii) reduce the principal amount of any Bonds whose Holder must consent to any amendment, supplement or waiver; or (viii) make any change in the first paragraph of Section 9.2 of the Indenture. The Company, the Guarantors and the Trustee may, without the consent of or notice to any Holder of Securitiesthe Bonds, the Issuer and the Trustee may amend or supplement the Indenture or the Securities Bonds to: (i) to evidence cure any ambiguity, omission, defect or inconsistency; provided that such amendment or supplement does not adversely affect the succession rights of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, Holder; (ii) comply with Article V of the Indenture; (iii) add guarantees or collateral with respect to the Bonds; (iv) add to the covenants of Parent, the Issuer Company or any of their respective Subsidiaries, the Guarantors for the benefit of the Holders, or to ; (v) surrender any right or power herein conferred upon Parent, the Issuer Company or any other Guarantor by of the Indenture; Guarantors; (iiivi) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of an appointment under the Indenture of by a successor Trustee; (vi) to secure the Securities; ; (vii) to comply with any requirements of the SEC in connection with any qualification of this Indenture under the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); Act; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by provide for the terms issuance of the Indentureadditional Bonds; or (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with make any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not materially and adversely affect the interests rights of any Holder, or to conform the Indenture to the “Description of the Holders Bonds” in any material respect.the Offering Circular;

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Debentures, the Debenture Guarantees or the Securities Collateral Documents may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding SecuritiesDebentures and (ii) any existing default or noncompliance with any provision of the Indenture, the Debentures, Debenture Guarantees, or the Collateral Documents (other than payment of principal, premium, if any, and interest) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Debentures. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesDebentureholder, the Issuer and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in supplement the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of ParentDebentures, the Issuer or any of their respective Subsidiaries, for the benefit of the HoldersDebenture Guarantees, or the Collateral Documents to surrender cure any right ambiguity, defect or power conferred upon Parentinconsistency, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities Debentures in addition to or in place of certificated Securities; Debentures (vprovided that the uncertificated Debentures are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Debentures are described in Section 163(f)(2)(B) of the Code), to evidence and provide for the acceptance assumption of appointment the Issuer's or any Guarantor's obligations to Holders of Debentures in the case of a merger, consolidation or sale of assets, to release any Debenture Guarantee or any Collateral or to release or subordinate the Lien on any Collateral on account of Permitted Liens permitted to be granted to third parties, or amend, restate and/or assign the Collateral Documents in connection with a refinancing of the Senior Debt, in each case in accordance with the provisions of the Indenture and the Collateral Documents, to provide for additional Guarantors, to add Collateral, to make any change that would provide any additional rights or benefits to the Holders of Debentures or that, as determined by the General Partner of the Issuer in good faith, does not materially adversely affect the legal rights of any such Holder under the Indenture of a successor Trustee; (vi) to secure Indenture, the Securities; (vii) Debentures, the Debenture Guarantees or the Collateral Documents or to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms requirements of the Indenture; (ix) SEC in order to subordinate Note Guarantees effect or maintain the qualification of the Indenture under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectTIA.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuers, Guarantors and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add conform any provision to the covenants “Description of Parent, New Senior Subordinated Notes” in the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureOffering Memorandum; (iii) to add any additional Events provide for the assumption by a Successor Company of Defaultthe obligations of the Issuers under the Indenture and the Securities; (iv) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under the Indenture and its Guarantee; (v) to provide for uncertificated Securities in addition to or in place of certificated Securities; Securities (vprovided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) to evidence and provide for of the acceptance Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of appointment under the Indenture of a successor TrusteeCode); (vi) to secure add Guarantees with respect to the Securities; (vii) to comply with add additional covenants of the Trust Indenture Act Issuers for the benefit of the Holders or to surrender rights and powers conferred on the Securities Act (including Regulation S promulgated thereunder)Issuers; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by comply with the terms requirements of the IndentureSEC in order to effect or maintain the qualification of the Indenture under the TIA; (ix) to subordinate Note Guarantees under make any change that does not adversely affect the circumstances and to the extent set forth in the Indenturerights of any Holder; and (x) to cure any ambiguity provide for the issuance of the Exchange Securities or Additional Securities; (xi) in the Indentureevent that Securities are issued in certificated form, to correct or supplement any provision in make appropriate changes to the Indenture which may be inconsistent with any other provision therein to reflect an approximate minimum denomination of certificated Securities and to establish minimum redemption amounts for certificated Securities; or (xii) to add any other provision with respect to matters or questions arising under clarify the Indenture; provided such actions shall not adversely affect the interests procedures for adjustment of the Holders Securities in any material respectaccordance with the terms thereof upon the consummation of the Merger.

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

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

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

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

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

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesholder, the Issuer Issuers and the Trustee may amend the Indenture Indenture, the Security Documents, the First Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or the Securities Notes (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, mistake, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Issuer (with respect to an Issuer) of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Issuers under this Indenture and the IndentureNotes; (iii) to add any additional Events provide for the assumption by a Successor Entity of Defaultthe obligations of an Issuer or a Subsidiary Guarantor under the Indenture, the Notes or its Note Guarantee, as applicable, and the Security Documents; (iv) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (v) to evidence and provide for add a Subsidiary Guarantor or collateral with respect to the acceptance of appointment under Notes or to secure the Indenture of a successor TrusteeNotes; (vi) to secure release or subordinate Collateral as permitted by this Indenture, the SecuritiesFirst Lien Intercreditor Agreement or the Junior Lien Intercreditor Agreement; (vii) to comply with the Trust add additional secured creditors holding Other First Priority Lien Obligations or other Junior Lien Obligations so long as such obligations are not prohibited by this Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Security Documents; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by implement the terms of the IndenturePost-Closing Restructuring Transaction; (ix) to subordinate Note Guarantees under the circumstances and add to the extent set forth in covenants of the IndentureIssuers for the benefit of the holders or to surrender any right or power herein conferred upon the Issuers; and (x) to cure make any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any holder (xi) to conform the text of the Holders Indenture, the Notes, the Note Guarantees, the Security Documents, the First Lien Intercreditor Agreement or the Junior Lien Intercreditor Agreement to any provision of the “Description of First Lien Notes” in the Offering Memorandum to the extent that such provision in the “Description of First Lien Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement or the Junior Lien Intercreditor Agreement, and the Issuers will confirm their good faith intention of any such textual change intended to be a verbatim recitation in an Officer’s Certificate delivered to the Trustee; (xii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA; or (xiii) to make changes to provide for the issuance of the Additional Notes or Exchange Notes, which shall have terms substantially identical in all material respectrespects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities.

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ix) the Indenture or Indenture, the Securities or any Security Document may be amended without prior notice to any Holder but with the written consent of the Required Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (iiy) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesRequired Holders. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuer, the Guarantors, the Collateral Agent and the Trustee may amend or supplement the Indenture or Indenture, the Guarantees, the Securities or any Security Document, and may waive any provisions thereof, (i) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (ii) to the Issuer, Parent or any other Guarantor and provide for the assumption by such a successor company of the covenants obligations of the Issuer, Parent Issuer under the Indenture and the Securities; (iii) to add guarantees with respect to the Securities; (iv) to further secure the Securities or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, ; (iiv) to add to the covenants or Events of Parent, Default of the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureIssuer; (iiivi) to add make any additional Events change that does not adversely affect the rights of Defaultany Holder; (ivvii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment of a successor trustee pursuant to the Indenture or to facilitate the administration of the trusts under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply by more than one trustee in accordance with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Indenture; (viii) to add Note Guarantees or incorporate mandatory provisions of the TIA in connection with any registered offering of the Securities, to release any Guarantors from Note Guarantees as provided the extent required by the terms of the IndentureTIA; (ix) to subordinate Note Guarantees under release Notes Collateral from the circumstances and to lien of the extent set forth in Security Documents when permitted or required by the IndentureIndenture or the Security Documents; and or (x) to cure any ambiguity modify the Security Documents to secure additional extensions of credit and add additional secured creditors holding Obligations in respect of an ABL Facility so long as such Obligations are not prohibited by the provisions of the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding outstanding Securities (voting as a single class) and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Indenture Indenture, Security Documents, the Intercreditor Agreement or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, provide for the benefit assumption by a Successor Company of the Holders, or to surrender any right or power conferred upon Parent, obligations of the Issuer or any other Guarantor by Company under the IndentureIndenture and the Securities; (iii) to add any additional Events provide for the assumption by a Successor Guarantor of Defaultthe obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated SecuritiesSecurities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to evidence and provide for add a Guarantee with respect to the acceptance of appointment under the Indenture of a successor TrusteeSecurities; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)add additional assets as Collateral; (viii) to add Note Guarantees release Collateral from the Lien pursuant to the Indenture, the Security Documents and the Intercreditor Agreement when permitted or to release any Guarantors from Note Guarantees as provided required by the terms of Indenture or the Indenture; Security Documents, (ix) to subordinate Note Guarantees under modify the circumstances Security Documents and/or the Intercreditor Agreement to secure First Priority Lien Obligations and to Other Second-Lien Obligations so long as such First Priority Lien Obligations and Other Second-Lien Obligations are not prohibited by the extent set forth in provisions of the Credit Agreement or this Indenture; and , (x) to cure any ambiguity add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers conferred on the Company; (xi) to comply with the requirements of the SEC in order to effect or maintain the Indenture, to correct or supplement any provision in qualification of the Indenture which may be inconsistent with under A-1- NY1:1657728.6 the TIA; (xii) to make any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of any Holder; or (xiii) to provide for the issuance of the Holders in any material respectExchange Securities or Additional Securities.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes and (ii) any default or noncompliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes (including consents obtained in connection with a tender offer or exchange for Notes). However, the Indenture requires the consent of each Holder 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, the Indenture or the Notes may be amended, with respect to the Notes, without notice to or the consent of any Holder of Securities, Noteholder by the Issuer Company and the Trustee may amend the Indenture Trustee: (1) to cure any ambiguity, omission, defect or the Securities inconsistency; (i2) to evidence the succession of another Person to the Issuer, Parent Company or any other Subsidiary Guarantor and the assumption by any such successor Person of the covenants obligations of the Issuer, Parent Company or any other such Subsidiary Guarantor, respectivelyin each case, in accordance with the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants provisions of Parent, the Issuer or any of their respective Subsidiaries, for the benefit Article Ten of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Base Indenture; ; (iii3) to add any additional Events of Default; ; (iv4) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of all the Notes or to surrender any right or power herein conferred upon the Company or any Subsidiary Guarantor; (5) to add one or more guarantees for the benefit of Holders of the Notes; (6) to evidence the release of any Subsidiary Guarantor from its Guarantee of the Notes in accordance with Article Thirteen of the Base Indenture (as amended and supplemented by this Supplemental Indenture); (7) to add collateral security with respect to the Notes or any Guarantee; (8) to add or appoint a successor or separate Trustee or other agent; (9) to provide for the issuance of any Additional Notes; (10) to comply with any requirement in connection with qualifying the Indenture under the Trust Indenture Act; (11) to comply with the rules of any applicable securities depository; (12) to provide for uncertificated Securities Notes in addition to or in place of certificated SecuritiesNotes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (v13) to evidence and provide for conform the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms text of the Indenture; (ix) , the Notes or any Guarantee to subordinate Note Guarantees under any provision of the circumstances and to the extent “Description of Notes” set forth in the Indenture; and (x) prospectus supplement dated February 19, 2025 relating to cure any ambiguity the sale of the Notes, to the extent such provision in such “Description of Notes” was intended to set forth, verbatim or in substance, a provision of the Indenture, the Notes or the Guarantees; and (14) to correct or supplement make any provision in change if the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change does not adversely affect in any material respect the interests of the Holders in any material respectNoteholder.

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

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

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

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

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

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities Notes may be amended without prior notice to any Holder but with the written consent of the Holders holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Notes and (ii) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders holders of at least a majority in principal amount of the Outstanding Securitiesoutstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securitiesholder, the Issuer and the Trustee may amend the Indenture Indenture, the Security Documents, the First Lien Intercreditor Agreement or the Securities Notes (i) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (ii) to the Issuer, Parent or any other Guarantor and provide for the assumption by such successor a Successor Issuer of the covenants obligations of the IssuerIssuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Subsidiary Pledgor of the obligations of a Subsidiary Pledgor under the Indenture and the Security Documents; (iv) to add a Guarantor with respect to the Notes pursuant to Section 4.11 of the Indenture; (v) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, Parent however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or any other Guarantor, respectively, in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (vi) to conform the text of the Indenture, the Securities and Notes, the applicable Note GuaranteeSecurity Documents, the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents, the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement; (iivii) to add a Subsidiary Pledgor with respect to the Notes or to add Collateral to secure the Notes; (viii) to release Collateral as permitted by the Indenture or the First Lien Intercreditor Agreement; (ix) to add additional secured creditors holding Other First Priority Lien Obligations or Second Lien Notes Obligations so long as such obligations are not prohibited by the Indenture or the Security Documents; (x) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, holders or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iiixi) to add comply with any additional Events requirement of Defaultthe SEC in connection with qualifying or maintaining the qualification of, the Indenture under the TIA; (ivxii) to make any change that does not adversely affect the rights of any holder; (xiii) to provide for uncertificated Securities the issuance of the Exchange Notes or Additional Notes, which shall have terms substantially identical in addition all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities; or in place of certificated Securities; (vxiv) to evidence and provide for consummate the acceptance of appointment under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply HOC Assumption in accordance with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms Article XIV of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture and the Supplemental Indenture, (i) the Supplemental Indenture or the Securities Debentures may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount aggregate Principal Amount at Final Maturity of the Outstanding SecuritiesDebentures at the time outstanding and (ii) certain defaults or noncompliance with certain provisions may be waived with the written consent of the Holders of a majority in aggregate Principal Amount at Final Maturity of the Debentures at the time outstanding. Subject to certain exceptions set forth in the Indenture and the Supplemental Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company and the Trustee may amend the Supplemental Indenture or the Securities (i) Debentures to cure any ambiguity, defect or inconsistency, to make any change that does not adversely affect the right of any Holder, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Debentures, any property or assets, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Debentures, any property or assets, to evidence the succession of another Person corporation to the IssuerCompany, Parent or any other Guarantor successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the IssuerCompany, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, (ii) to add to the covenants of Parentthe Company such further covenants, restrictions or conditions as the Issuer or any Board of their respective Subsidiaries, Directors and the Trustee shall consider to be for the benefit of the HoldersHolders of Debentures, and to make the occurrence, or to surrender the occurrence and continuance, of a default in any right such additional covenants, restrictions or power conferred upon Parent, conditions a default or an Event of Default permitting the Issuer enforcement of all or any other Guarantor by of the several remedies provided in the Supplemental Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) , to evidence and provide for the acceptance of appointment under the Indenture of hereunder by a successor Trustee; (vi) Trustee with respect to secure the Securities; (vii) Debentures, or to modify, eliminate or add to the provisions of the Supplemental Indenture to such extent as shall be necessary to comply with the Trust Supplemental Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure TIA, or under any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectsimilar federal statue hereafter enacted.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture Indenture, the Securities or the Securities Security Guarantees may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSecurities then outstanding voting as a single class and (b) any existing default under, or compliance with any provision of, the Indenture may be waived with the consent of the Holders of a majority in principal amount of the Securities then outstanding voting as a single class. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesIssuer, the Issuer Subsidiary Guarantors and the Trustee may amend the Indenture Indenture, the Security Guarantees or the Securities without notice to or consent of any Securityholder (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guaranteeinconsistency, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; , (iii) to provide for the assumption of the Issuer’s or any Subsidiary Guarantor’s obligations to the Holders in the case of a merger or acquisition or the sale of all or substantially all of the Issuer’s or such Subsidiary Guarantor’s assets, as applicable, (iv) to add any Subsidiary Guarantor with respect to the Securities, to add security to or for the benefit of the Securities or to release any Subsidiary Guarantor from any of its obligations under its Security Guarantee or this Indenture (to the extent permitted by this Indenture), (v) to evidence and make any change that would provide for any additional rights or benefits (including the acceptance addition of appointment collateral) to the Holders or that does not adversely affect in any material respect the legal rights under the Indenture indenture of a successor Trustee; any such Holder, (vi) to secure comply with SEC rules and regulations or changes to applicable law including, but not limited to, qualification of the Indenture under the TIA, (vii) to conform the text of the Indenture, the Security Guarantees or the Securities to any provision of the “Description of the Notes” section of the Final Offering Memorandum to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Security Guarantees or the Securities; , which determination may be evidenced by an Officer’s Certificate, (viiviii) to provide for the issuance of Additional Securities in compliance and in accordance with the limitations set forth in the Indenture, (ix) to allow any Subsidiary Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities, (x) to comply with the Trust Indenture Act rules of any applicable securities depository, or the Securities Act (including Regulation S promulgated thereunder); (viiixi) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by appoint a successor trustee in accordance with the terms of the this Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding outstanding Securities and (ii) certain Events of Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Company and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person add guarantees with respect to the IssuerSecurities or secure the Securities, Parent or (ii) to remove any other Guarantor and guarantee added to the assumption by Securities pursuant to clause (i), unless such successor guarantee is required pursuant to Section 5.01(a) of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, (iii) to conform any non-conforming language or defined terms in the terms in the text of this Indenture or the Securities and to any provision of the applicable Note Guarantee"Description of the Debentures" section of the Offering Memorandum so that such provision in the "Description of the Debentures" section reflects a verbatim recitation of a provision of this Indenture or the Securities, (iiiv) to add to the covenants or Events of Parent, Defaults of the Issuer or any of their respective Subsidiaries, Company for the benefit of the HoldersHolders of Securities, or (v) to surrender any right or power conferred upon Parentthe Company in the Indenture, (vi) to provide for conversion rights of Holders of Securities if any reclassification or change of the Issuer Company's Common Stock or any consolidation, merger or sale of all or substantially all of the Company's assets occurs, (vii) to provide for the assumption by a successor Person (and the public acquirer, if applicable) of the Company's obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition as provided under the Indenture and to provide for the assumption by a successor Guarantor by Person of a Guarantor's obligations under its Guarantee in the case of a merger or consolidation as provided under the Indenture; , (iii) to add any additional Events of Default; (ivviii) to provide for uncertificated Securities in addition to or in place of certificated Certificated Securities; provided, however, that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that uncertificated Securities are described in Section 163(f)(2)(B) of the Code, (vix) to evidence change the Conversion Rate in accordance with the Indenture; provided, however, that any increase in the Conversion Rate other than pursuant to Article 10 shall not adversely affect the interests of the Holders of Securities (after taking into account U.S. federal income tax and provide for the acceptance other consequences of appointment under the Indenture of a successor Trustee; such increase), (vi) to secure the Securities; (viix) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms requirements of the Indenture; (ix) SEC in order to subordinate Note Guarantees effect or maintain the qualification of the Indenture under the circumstances and to the extent set forth in the Indenture; and TIA, (xxi) to cure any ambiguity in the Indenture, or to correct or supplement any provision in the Indenture which may be a mistake or inconsistent with any other provision therein in the Indenture or which is otherwise defective (xii) make other changes to add any the Indenture or forms or terms of the Securities, provided that no such change individually or in the aggregate with all other provision with respect to matters such changes have or questions arising under the Indenture; provided such actions shall not adversely affect will have a material adverse effect on the interests of the Holders of Securities, (xiii) to establish the form of Securities if issued in definitive form or issue any material respectSecurities pursuant to the over-allotment option pursuant to the Purchase Agreement, (xiv) to evidence and provide for the acceptance of the appointment under the Indenture of a successor Trustee and (xv) irrevocably elect to pay the principal of the Securities in cash or to pay all of the Conversion Obligation in shares of Common Stock.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Securities, the Security Documents or the Securities Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities outstanding Securities; PROVIDED that without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the outstanding Securities, no amendment or waiver may (x) release any Collateral from the Lien of the Indenture and the Security Documents (except as permitted by the terms of the Security Documents or the Intercreditor Agreement), (y) change the provisions applicable to the application of the proceeds from the sale of Collateral or (z) change or alter the priority of the security interests in the Collateral and (ii) any default or noncompliance compliance with any provision provisions of the Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Note Guarantors and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants comply with Article 5 of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Note Guarantees with respect to the Securities or to secure further the Securities; (v) to evidence add additional covenants or to surrender rights and provide for powers conferred on the acceptance of appointment under the Indenture of a successor TrusteeCompany; (vi) to secure comply with the Securitiesrequirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vii) to comply with make any change that does not materially and adversely affect the Trust Indenture Act or rights of any Holder under the Securities Act (including Regulation S promulgated thereunder)provisions of the Indenture; (viii) to add Note Guarantees provide for the issuance of the Additional Securities, the Exchange Notes or to Private Exchange Notes; and (ix) if necessary, in connection with any addition or release any Guarantors from Note Guarantees as provided by of Collateral permitted under the terms of the Indenture; (ix) to subordinate Note Guarantees under Indenture or the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectSecurity Documents.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder Securityholder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities then outstanding, and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding SecuritiesSecurities then outstanding by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or the premium, if any, or interest on a Security, or (b) a Default in respect of a provision that under Section 9.02 of the Indenture cannot be amended without the consent of each Securityholder affected. Subject to certain exceptions set forth in the Indenture, without notice to or the consent of any Holder of Securitieseach Securityholder, the Issuer Company and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants comply with Article V of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to make any change in Article XI of the Indenture that would limit or terminate the benefits available to any holder of Designated Senior Debt (or representatives therefor) under Article XI of the Indenture; (v) to evidence and provide for add Guarantees with respect to the acceptance of appointment under Securities or to release Subsidiary Guarantors from Subsidiary Guaranties as provided in the Indenture of a successor TrusteeIndenture; (vi) to secure the Securities, to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Company; (viiviii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms requirements of the IndentureU.S. Securities and Exchange Commission in connection with qualifying, or maintaining the qualification of, the Indenture under the TIA; or (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure make any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of the Holders in any material respectSecurityholder.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ix) the Indenture Indenture, the Securities, or the Securities any Security Document may be amended without prior notice to any Holder but with the written consent of the Required Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (iiy) any past default or noncompliance compliance with any provision provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesRequired Holders. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Issuer, the Guarantors, the Collateral Agent and the Trustee may amend or supplement the Indenture or Indenture, the Guarantees, the Securities or any Security Document, and may waive any provisions thereof, (i) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (ii) to the Issuer, Parent or any other Guarantor and provide for the assumption by such a successor company of the covenants obligations of the Issuer, Parent Issuer under the Indenture and the Securities; (iii) to add guarantees with respect to the Securities; (iv) to further secure the Securities or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, ; (iiv) to add to the covenants or Events of Parent, Default of the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, Holders or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureIssuer; (iiivi) to add make any additional Events change that does not adversely affect the rights of Defaultany Holder; (ivvii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) to evidence and provide for the acceptance of appointment of a successor trustee pursuant to the Indenture or to facilitate the administration of the trusts under the Indenture of a successor Trustee; (vi) to secure the Securities; (vii) to comply by more than one trustee in accordance with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder)Indenture; (viii) to add Note Guarantees or incorporate mandatory provisions of the TIA in connection with any registered offering of the Securities, to release any Guarantors from Note Guarantees as provided the extent required by the terms of the IndentureTIA; (ix) to subordinate Note Guarantees under release Notes Collateral from the circumstances and to lien of the extent set forth in Security Documents when permitted or required by the IndentureIndenture or the Security Documents; and or (x) to cure any ambiguity modify the Security Documents to secure additional extensions of credit and add additional secured creditors holding Obligations in respect of an ABL Facility so long as such Obligations are not prohibited by the provisions of the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

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

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities and the Note Guarantees may be amended without prior notice to any Holder but or supplemented with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities ((including any Additional Securities, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), and any existing default or Event of Default or compliance with any provision of the Indenture or the Securities or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Note Guarantors and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guaranteeinconsistency, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; , (iii) to provide for the assumption of the Company's or any Note Guarantor's obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company's or a Note Guarantor's assets, (iv) 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, (v) to evidence and provide for the acceptance of appointment under the Indenture of add a successor Trustee; Note Guarantor, (vi) to secure comply with requirements of the Securities; SEC in order to effect or maintain the qualification of the Indenture under the TIA, (vii) to comply with make any change in the Trust subordination provisions of the Indenture Act that would limit or terminate the Securities Act benefits available to any holder of Senior Debt of the Company (including Regulation S promulgated thereunder); or any representative thereof) under such subordination provisions, (viii) to add secure the Securities and the Note Guarantees or (ix) to release any Guarantors from Note Guarantees as provided by provide for the issuance of Additional Securities in accordance with the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respect.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or Indenture, the Securities Securities, the Security Documents and the Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount outstanding of the Outstanding Securities and (iib) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount outstanding of the Outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Guarantors and the Trustee may shall be entitled to amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities Securities, the Security Documents and the applicable Note GuaranteeIntercreditor Agreement: i. to cure any ambiguity, (omission, defect or inconsistency; ii) . to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit comply with Article 5 of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (; iii) to add any additional Events of Default; (iv) . to provide for uncertificated Securities in addition to or in place of certificated Securities; (vprovided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; iv. to evidence and provide add Guarantees with respect to the Securities, including any Subsidiary Guaranties; v. to add to the covenants of Symmetry or any Restricted Subsidiary for the acceptance benefit of appointment under the Indenture of a successor Trustee; (Holders or to surrender any right or power herein conferred upon the Symmetry, the Company, any Subsidiary Guarantor or Novamerican Steel; vi) to secure the Securities; (vii) . to comply with any requirements of the Trust SEC in connection with qualifying, or maintaining the qualification of, the Indenture Act under the TIA; vii. to make any change that does not adversely affect the rights of any Holder; viii. to conform the text of the Indenture, the Securities, any Notes Guarantee, any Security Document or the Intercreditor Agreement to any provision in the “Description of the notes” section in the Offering Memorandum to the extent that such provision in the “Description of the notes” section in the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture, the Securities, any Notes Guarantee, any Security Document or the Intercreditor Agreement; ix. to make any amendment to the provisions of the Indenture relating to the transfer and legending of Securities; provided, however, that (a) compliance with the Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any other applicable securities law and (including Regulation S promulgated thereunder); (viiib) such amendment does not materially and adversely affect the rights of Holders to add Note Guarantees transfer Securities; x. if necessary in connection with any addition or to release any Guarantors from Note Guarantees as provided by of Collateral permitted under the terms of the Indenture; (ix) to subordinate Note Guarantees , the Intercreditor Agreement and the Security Documents; xi. if Rule 3-16 of Regulation S-X under the circumstances and Securities Act is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation or any other law, rule or regulation is adopted, which would require) the filing with the SEC of separate financial statements of any Subsidiary of Symmetry due to the fact that such Subsidiary’s Capital Stock or other securities secure the Securities, to allow the release of the lien of the Collateral Agent for the benefit of the Secured Parties on the shares of such Capital Stock or such securities (but only to the extent set forth necessary so as not to be subject to such filing or requirement); xii. to add Intercompany Notes; or xiii. in the Indenture; and (x) case of the Intercreditor Agreement, in order to cure any ambiguity subject the security interests in the Indenture, Collateral in respect of any Other First-Priority Obligations and Credit Agreement Obligations to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests terms of the Holders Intercreditor Agreement, in any material respecteach case to the extent the Incurrence of such Indebtedness, and the grant of all Liens on the Collateral held for the benefit of such Indebtedness were permitted hereunder.

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

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

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

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Securities, the Security Documents or the Securities Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount at maturity of the Outstanding Securities outstanding Securities; PROVIDED that without the consent of the Holders of at least 66 2/3% in aggregate principal amount at maturity of the outstanding Securities, no amendment or waiver may (x) release any Collateral from the Lien of the Indenture and the Security Documents (except as permitted by the terms of the Security Documents or the Intercreditor Agreement), (y) change the provisions applicable to the application of the proceeds from the sale of Collateral or (z) change or alter the priority of the security interests in the Collateral and (ii) any default or noncompliance compliance with any provision provisions of the Indenture may be waived with the written consent of the Holders of at least a majority in principal amount at maturity of the Outstanding outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Note Guarantors and the Trustee may amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuercure any ambiguity, Parent omission, defect or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note Guarantee, inconsistency; (ii) to add to the covenants comply with Article 5 of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Note Guarantees with respect to the Securities or to secure further the Securities; (v) to evidence add additional covenants or to surrender rights and provide for powers conferred on the acceptance of appointment under the Indenture of a successor TrusteeCompany; (vi) to secure comply with the Securitiesrequirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vii) to comply with make any change that does not materially and adversely affect the Trust Indenture Act or rights of any Holder under the Securities Act (including Regulation S promulgated thereunder)provisions of the Indenture; (viii) to add Note Guarantees provide for the issuance of the Additional Securities, the Exchange Notes or to Private Exchange Notes; and (ix) if necessary, in connection with any addition or release any Guarantors from Note Guarantees as provided by of Collateral permitted under the terms of the Indenture; (ix) to subordinate Note Guarantees under Indenture or the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectSecurity Documents.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture Indenture, the Securities, the Collateral Documents or the Securities Intercreditor Agreement may be amended without prior notice to any Holder but with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and (ii) any default (other than (x) with respect to nonpayment or (y) in respect of a provision that cannot be amended without the written consent of each Holder affected or (z) with respect to Section 11.6(a)(vi) of the Indenture) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the Securities then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesHolder, the Issuer Company, the Subsidiary Guarantors and the Trustee may amend the Indenture Indenture, the Securities, the Collateral Documents or the Securities (i) Intercreditor Agreement to evidence cure any ambiguity, omission, defect or inconsistency, or to comply with Article IV or Article X of the succession Indenture in respect of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor a Successor Company of an obligation of the covenants Company under the Indenture or by a Successor Guarantor of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Securities and the applicable Note obligations under a Subsidiary Guarantee, (ii) to add to the covenants of Parent, the Issuer or any of their respective Subsidiaries, for the benefit of the Holders, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) , or to evidence and provide for add Guarantees with respect to the acceptance of appointment under the Indenture of a successor Trustee; (vi) Securities or to secure the Securities; (vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees , or to release any Guarantors from Note Guarantees a Subsidiary Guarantor upon its designation as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth an Unrestricted Subsidiary or otherwise in the Indenture; and (x) to cure any ambiguity in accordance with the Indenture, to correct or supplement any provision release Liens in favor of the Collateral Agent in the Indenture which may be inconsistent with any other provision therein Collateral as provided under the collateral release provisions, or to add additional covenants or surrender rights and powers conferred on the Company, or to make any other provision with respect to matters or questions arising under the Indenture; provided such actions shall change that does not adversely affect the interests rights of the Holders any Holder in any material respectrespect or to conform the text of the Indenture, the Securities or the Subsidiary Guarantees to the “Description of notes” section of the Offering Memorandum dated August 11, 2009 in certain cases.

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

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

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (ia) the Indenture or and the Securities may be amended without prior notice to any Holder but with the written consent of the Lenders and Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount outstanding of the Outstanding Securities and Bridge Loans, voting as a single class and (iib) any default or noncompliance with any provision may be waived with the written consent of the Lenders and Holders of at least a majority in principal amount outstanding of the Outstanding SecuritiesSecurities and Bridge Loans, voting as a single class. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of SecuritiesSecurityholder, the Issuer Company, the Guarantors and the Trustee may shall be entitled to amend the Indenture or the Securities (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor and the assumption by such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in the Indenture, the Security Guarantees or the Securities and the applicable Note Guaranteeto cure any ambiguity, (ii) to add to the covenants of Parent, the Issuer defect or any of their respective Subsidiaries, for the benefit of the Holdersinconsistency, or to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the Indenture; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; (v) , or to evidence and provide for the acceptance assumption of appointment 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), or to make any change that would provide any additional rights or benefits (including the addition of collateral) to the holders of Securities or that does not adversely affect in any material respect the legal rights under the indenture of any such holder, or to comply with SEC rules and regulations or changes to applicable law, or to provide for the issuance of Additional Securities in accordance with the limitations set forth in the Indenture as of the Issue Date, or to allow any Guarantor to execute a successor Trustee; (vi) supplemental indenture or a Security Guarantee with respect to secure the Securities; (vii) , or to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); (viii) to add Note Guarantees or to release rules of any Guarantors from Note Guarantees as provided by the terms of the Indenture; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to correct or supplement any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under the Indenture; provided such actions shall not adversely affect the interests of the Holders in any material respectapplicable securities depository.

Amendment; Waiver. Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Holder but under certain circumstances with the written consent of the Holders of at least a majority (or, with respect to certain covenants, the written consent of at least two-thirds) in aggregate principal amount of the Outstanding Securities Senior Notes and (ii) any default or noncompliance with any provision certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding SecuritiesSenior Notes. Subject to certain exceptions set forth in the Indenture, without the consent of the Holders of any Holder of SecuritiesSenior Notes, the Issuer Obligor and the Trustee may amend the Indenture or the Securities Indenture: (i) to evidence the succession of another Person to the Issuer, Parent or any other Guarantor Obligor and the assumption by any such successor of the covenants of the Issuer, Parent or any other Guarantor, respectively, in Obligor under the Indenture, the Securities Indenture and the applicable Note Guarantee, Senior Notes; (ii) to add to the covenants of Parentsuch further covenants, the Issuer restrictions, conditions or any of their respective Subsidiaries, provisions for the benefit protection of the Holders, or Holders of Senior Notes; (iii) to surrender any right or power conferred upon Parent, the Issuer or any other Guarantor by the IndentureObligor; (iiiiv) to add any additional Events events of Default; (iv) to provide default for uncertificated Securities in addition to or in place the benefit of certificated SecuritiesHolders of the Senior Notes; (v) to evidence and provide for add to or change any of the acceptance provisions of appointment under the Indenture as necessary to permit or facilitate the issuance of a successor TrusteeSenior Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Senior Notes in uncertificated form; (vi) to secure the SecuritiesSenior Notes or add guarantees with respect to the Senior Notes; (vii) to comply provide for the issuance of additional Senior Notes in accordance with the Trust Indenture Act or provisions of the Securities Act (including Regulation S promulgated thereunder)Indenture; (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of the Indentureappoint a successor or separate Trustee; (ix) to subordinate Note Guarantees under the circumstances and to the extent set forth in the Indenture; and (x) to cure any ambiguity in the Indenture, to or correct or supplement any provision contained in the Indenture which that may be defective or inconsistent with any other provision therein or to add any other provision with respect to matters or questions arising under contained in the Indenture; provided such actions shall that the interests of the holders of the Senior Notes are not adversely affected in any material respect; (x) to supplement any of the provisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of Senior Notes; (xi) to make any other change that would not adversely affect the interests Holders of the Holders Senior Notes in any material respect; (xii) to make any change necessary to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; and (xiii) to conform the Indenture to the section entitled “Description of Debt Securities” in the prospectus dated September 3, 2019 relating to the Senior Notes or the section entitled “Description of Notes” in the prospectus supplement dated March 3, 2021 relating to the Senior Notes.

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