Common use of Amendments, Supplements and Waivers Clause in Contracts

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Parent and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities Securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities Securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security Security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting Section 8.01. Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, Guarantor the Guarantors and the TrusteeTrustee may amend or supplement this Indenture, with the Notes or the Guarantees without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the holders Notes; (B) add guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or any Guarantees; (D) add to the Company’s or any Guarantor’s covenants or Events of not less than a majority in aggregate principal amount Default for the benefit of the securities Holders or surrender any right or power conferred on the Company or any Guarantor; (E) provide for the assumption of each series at the time Outstanding affected by such supplemental indenture Company’s or indentures to any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (F) enter into supplemental indentures for the purpose of addingpursuant to, changing and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminating eliminate any provisions of the Base Indenture Settlement Method or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such seriesSpecified Dollar Amount; provided, however, that no such supplemental indenture, without election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); (H) adjust the consent Conversion Rate (including the establishment of the holders Initial Public Conversion Rate) in accordance with, and subject to the terms of, this Indenture; (I) evidence or provide for the acceptance of each Security then Outstanding and affected therebythe appointment, shall: under this Indenture, of a successor Trustee or Note Agent or facilitate the administration of the trusts under this Indenture by more than one trustee; (iJ) extend a fixed maturity provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any installment of principal of any Securities of any series or reduce supplemental indenture under the principal amount thereofTrust Indenture Act, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereofas then in effect; or (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (ivL) make any Security payable in Currency other than change to this Indenture or the Notes that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (does not, individually or in the case or redemptionaggregate with all other such changes, on or after adversely affect the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount rights of the Outstanding securities of each series affected therebyHolders, on behalf of all of the holders of the securities of such seriesas such, to waive in any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Securitymaterial respect.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or of redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Companywritten consent of the Majority Class Holders of each Class, Guarantor the Shared Collateral Agent and the TrusteeGrantors may, from time to time, enter into written agreements supplemental hereto or to any Shared Collateral Security Document for the purpose of adding to, or waiving any provisions of, this Intercreditor Agreement, subject to subsection 7.1(h), or any Shared Collateral Security Document or changing in any manner the rights of the Shared Collateral Agent, the Shared Collateral Secured Parties or the Grantors hereunder or thereunder; provided, that no such supplemental agreement shall amend, modify or waive any provision of subsection 4 or 5 or alter the duties, rights or obligations of the Shared Collateral Agent hereunder or under the Shared Collateral Security Documents without the written consent of the Shared Collateral Agent. Any such supplemental agreement shall be binding upon the Grantors, each Administrative Agent, the Shared Collateral Secured Parties and the Shared Collateral Agent and their respective successors and assigns. (b) Solely with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, Administrative Agents (and without the consent of any other Shared Collateral Secured Party), the holders of each Shared Collateral Agent and the Grantors, at any time and from time to time, may enter into one or more agreements supplemental hereto or to any Shared Collateral Security then Outstanding and affected therebyDocument, shall: (i) extend a fixed maturity to add to the covenants of or any installment of principal of any Securities of any series or reduce such Grantor for the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration benefit of the maturity thereofShared Collateral Secured Parties or to surrender any right or power herein conferred upon such Grantor; (ii) reduce to mortgage or pledge to the rate Shared Collateral Agent, or grant a security interest in favor of the Shared Collateral Agent in, any property or extend assets as additional security for the time for payment Secured Obligations or to grant additional guarantees of interest of any Security of any seriesthe Secured Obligations; or (iii) reduce the premium payable upon the redemption of to cure any Security; ambiguity, to correct or supplement any provision herein or in any Shared Collateral Security Document which may be defective or inconsistent with any other provision herein or therein, or (iv) to make any Security payable in Currency other than provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided, that stated in any such action contemplated by this clause (iv) shall not adversely affect the Security; (v) impair the right to institute suit for the enforcement interests of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this SecurityShared Collateral Secured Parties.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor the Guarantors and the Trustee, with the consent of the holders Holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders Holders of the securities Securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders Holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, thereof or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of on any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or of redemption, on or after the redemption date); or (vi) reduce the aforesaid percentage of Securities, the holders Holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders Holders of not less than a majority in aggregate principal amount of the Outstanding securities Securities of each series affected thereby, on behalf of all of the holders Holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder Holder of each Outstanding security Security of such affected series. Any such consent or waiver by the registered Securityholder Holder shall be conclusive and binding upon such holder Holder and upon all future holders Holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Parent and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities Securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Parent and the Trustee, with the consent of the holders Holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders Holders of the securities Securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders Holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders Holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders Holders of not less than a majority in aggregate principal amount of the Outstanding securities Securities of each series affected thereby, on behalf of all of the holders Holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder Holder of each Outstanding security Security of such affected series. Any such consent or waiver by the registered Securityholder Holder shall be conclusive and binding upon such holder Holder and upon all future holders Holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Issuers and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities Securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security Security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor and the Trustee, with (a) With the consent of the holders of not less than a majority in aggregate principal amount of Required Secured Parties, the securities of each series at the Trustee and Navistar Financial may, from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures hereto for the purpose of adding, changing or eliminating adding any provisions of the Base Indenture to this Agreement, waiving any provisions hereof or any supplemental indenture or of modifying changing in any manner not covered elsewhere in the Base Indenture the rights of the Trustee, the Secured Parties, the holders of the securities of such seriesSecured Obligations or Navistar Financial hereunder; provided, however, provided that no such supplemental indentureagreement shall (i) amend, modify or waive any provision of this subsection (a) without the consent of each Secured Party, (ii) change the definition of “Required Secured Parties” or the definition of “Required Lenders” incorporated by reference therein, or change the definition of “Releasing Secured Parties” without the consent of each Secured Party adversely affected thereby, (iii) amend, modify or waive any provision of this Agreement which requires the consent of all of the Releasing Secured Parties without the consent of all of the Releasing Secured Parties, (iv) amend, modify or waive any provision of Section 6.04 or the definition of “Secured Obligations” without the consent of (x) each Secured Party whose rights would be adversely affected thereby and (y) each Indenture Trustee of a Debt Indenture under which rights to equal and ratable security would be adversely affected thereby, or (v) amend, modify or waive any provision of Article VII hereof or alter the duties or obligations of the Trustee hereunder without the consent of the holders of each Security then Outstanding and affected therebyTrustee. Any such supplemental agreement shall be binding upon Navistar Financial, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of SecuritiesSecured Parties, the holders of which are required to consent to Secured Obligations, the Trustee and their respective successors. The Trustee shall not enter into any such supplemental indenture agreement unless it shall have received an Opinion of Counsel to the effect that such supplemental agreement will not result in a breach of any provision or indentures. The Base covenant contained in any Debt Indenture also contains provisions permitting which requires the holders of not less than a majority in aggregate principal amount securing of the Outstanding securities indebtedness outstanding thereunder equally and ratably with other obligations or indebtedness of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without Navistar Financial. (b) Without the consent of any Secured Party, the holder Trustee and Navistar Financial, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Trustee, (i) to add to the covenants of each Outstanding Navistar Financial for the benefit of the Secured Parties or to surrender any right or power herein conferred upon Navistar Financial, (ii) to mortgage or pledge to the Trustee, or grant a security interest in favor of the Trustee in, any property or assets as additional security for the Secured Obligations, or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided that any such affected series. Any such consent or waiver action contemplated by this clause (iii) shall not adversely affect the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners interests of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Securitythe Secured Parties.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Parent, Tyco Luxembourg and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Issuer and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities Securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security Security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Issuers and the Trustee, with Trustee may amend or supplement the Indenture or the Notes without the consent of any Holder: (a) to cure any ambiguity, defect or inconsistency, provided such action does not adversely affect the holders Holders of the Notes in any material respect, (b) to provide for uncertificated Notes in addition to or in place of certificated Notes, (c) to evidence the assumption of the Issuers’ obligations to Holders in the case of a merger, consolidation or sale or assets, (d) to add to the covenants of the Issuers or any Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor, (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not less than adversely affect the rights of any Holder, (f) to add any additional Events of Default with respect to the Notes for the benefit of the Holders, (g) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA, (h) to add any Guarantor with respect to the Notes, (i) to secure the Notes, (j) to appoint a successor trustee, or (k) to conform the text of the Indenture or the Notes to the description thereof in any prospectus or prospectus supplement of the Issuers. The Issuers and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the securities of each series at the time Outstanding outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a purchase of, or indentures to enter into supplemental indentures a tender offer or exchange offer for, the Notes), for the purpose of adding, adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders Holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent Notes. Except as provided in Section 6.4 of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of SecuritiesBase Indenture, the holders Holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than at least a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of outstanding Notes by notice to the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except Trustee (including consents obtained in connection with a Default in the payment of the principal purchase of, premium, if any, or interest on any security of such series or a Default in respect of a covenant tender offer or exchange offer for, the Notes) may waive compliance by the Issuers with any provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected seriesNotes. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.|

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Companywritten consent of (i) the Administrative Agent (acting on behalf of and as instructed by the Required Lenders and, Guarantor if required by the terms of the Credit Agreement, the Issuing Bank) and (ii) the Required Second Lien Holders, the Collateral Agent and the TrusteeBorrower may, at any time and from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or changing in any manner the rights of the Collateral Agent, the Secured Parties or the Credit Parties hereunder; provided that the separate written consent of the A-Advanced Lender shall be required in connection with any amendments, supplements or waivers that (i) amends the provisions of this Section 26 or the definition of A-Advanced Lender or Noteholders hereunder, (ii) adversely affects the voting percentages, priority or pari passu rights to the Collateral of the A-Advanced Guaranty Obligations as such Obligations relate to the Note Obligations or (iii) adversely affects the rights of the A-Advanced Lender unless the rights of the Noteholders are also adversely affected and the adverse impact on the A-Advanced Lender is not disproportionately worse than the adverse impact on the Noteholders. Any such supplemental agreement shall be binding upon the Credit Parties, the Administrative Agent, the Noteholders, the A-Advanced Lender, any other Secured Parties and the Collateral Agent and their respective successors. (b) Without the consent of the holders of not less than a majority in aggregate principal amount Secured Parties, the Collateral Agent and any of the securities of each series Credit Parties may, at the any time Outstanding affected by such supplemental indenture or indentures and from time to time, enter into one or more additional Security Documents or one or more agreements supplemental indentures hereto or to the Security Documents, in form satisfactory to the Collateral Agent, (i) to add to the covenants of the Credit Parties for the purpose of adding, changing or eliminating any provisions benefit of the Base Indenture Secured Parties or to surrender any supplemental indenture right or of modifying in power herein conferred upon the Credit Parties, (ii) to mortgage to the Collateral Agent any manner not covered elsewhere property or assets as additional security for the Secured Obligations, or (iii) to cure any ambiguity, to correct or supplement any provision herein or in the Base Indenture the rights of the holders of the securities of such seriesSecurity Documents which may be defective or inconsistent with any other provision herein or therein, or to make any other provision with respect to matters or questions arising hereunder which other provision shall not be inconsistent with any provision hereof; provided, however, that no any such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; action contemplated by this clause (iii) reduce shall not adversely affect the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount interests of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this SecuritySecured Parties.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor the Guarantors and the Trustee, with the consent of the holders Securityholders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such seriesSecurityholders; provided, however, that no such supplemental indenture, without the consent of the holders Securityholders of each Security Note then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any the Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any seriesthe Securities; (iii) reduce the premium payable upon the redemption of any Securitythe Securities; (iv) make any Security payable in Currency other than that stated in the SecuritySecurities; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of the Securities, the holders Securityholders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders Securityholders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected therebySecurities, on behalf of all of the holders of the securities of such seriesSecurityholders, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series Security or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected seriesSecurity. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder Securityholder and upon all future holders Securityholders and owners of this Security and of any Security Securities issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Outstanding debt securities of each series at the time Outstanding affected by such supplemental indenture or indentures (including the Securities, if applicable) to enter into execute supplemental indentures for the purpose of adding, changing adding or eliminating any provisions of to the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indentureindenture shall, without the consent of the holders each holder of each Security then Outstanding and securities affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage in principal amount of Securitiesthe Outstanding debt securities of any series issued pursuant to the Base Indenture, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding debt securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that which cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder holder of this Security shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Companywritten consent of the Directing Parties, Guarantor the Collateral Trustee and the Grantors may, from time to time, enter into written agreements supplemental hereto or to any other Trust Security Document for the purpose of adding to, or waiving any provisions of, this Agreement or any other Trust Security Document or changing in any manner the rights of the Collateral Trustee, the Secured Parties or the Grantors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of the Primary Holder Representatives for each Class of Primary Secured Obligations then outstanding, (ii) amend the definition of Directing Parties or any use of such defined term in this Agreement, in each case without the consent of both Primary Holder Representatives, (iii) reduce the percentages or change the numbers specified in the definition of Majority Class Holders and Majority Secured Parties or amend, modify or waive any provision of Section 3.4 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, (v) amend, modify or waive any provision of Section 3, 3A, 4 or 5 or otherwise alter the duties, rights or obligations of the Collateral Trustee hereunder or under the other Trust Security Documents without the written consent of the Collateral Trustee or (vi) if no Notice of Acceleration is in effect, amend, modify or waive any provision of Section 3A without the consent of the Company (not to be unreasonably withheld or delayed). Any such supplemental agreement shall be binding upon the Grantors, each Primary Holder Representative, the Secured Parties and the Collateral Trustee and their respective successors and assigns. No consent of the Grantors shall be required for any amendment, waiver or supplement to this Agreement except for amendments, waivers and supplements that would reasonably be expected to adversely impact any of the Grantors. (b) Notwithstanding the foregoing, solely with the consent of the holders Directing Parties (and without the consent of not less than a majority in aggregate principal amount any other Secured Party), the Collateral Trustee and any of the securities of each series Grantors, at the any time Outstanding affected by such supplemental indenture or indentures and from time to time, may enter into one or more agreements supplemental indentures hereto or to any other Trust Security Document, in form satisfactory to the Directing Parties and acceptable to Collateral Trustee, (i) to add to the covenants of such Grantor for the purpose of adding, changing or eliminating any provisions benefit of the Base Indenture Secured Parties or to surrender any supplemental indenture right or power herein conferred upon such Grantor or add to the rights or benefits of modifying the Secured Parties; (ii) to mortgage or pledge to the Collateral Trustee, or grant a security interest in favor of the Collateral Trustee in, any manner not covered elsewhere in property or assets as additional security for the Base Indenture Secured Obligations or to preserve, perfect or establish any liens on the Collateral to secure the Secured Obligations or the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any seriesCollateral Trustee with respect thereto; (iii) reduce the premium payable upon the redemption of to conform to any SecurityApplicable Law or to advice given by special or local counsel; (iv) to cure any ambiguity, to correct or supplement any provision herein or in any other Trust Security Document which may be defective or inconsistent with any other provision herein or therein, or to make any Security payable in Currency other than provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided that stated in any such action contemplated by this clause (iv) shall not adversely affect the Securityinterests of the Secured Parties; (v) impair to secure additional Secured Obligations otherwise permitted to be secured by the right Collateral pursuant to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date)Secured Instruments; or (vi) reduce to provide for the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount assumption of the Outstanding securities Company’s or any Grantor’s obligations under any Trust Security Document in the case of each series affected thereby, on behalf a merger or consolidation or sale of all or substantially all of the holders Company’s or such Grantor’s assets, as applicable. (c) For purposes of voting under this Agreement, Secured Obligations registered in the name of or beneficially owned by the Company or any Affiliated Entity of the securities of such series, Company will be deemed not to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Securityoutstanding.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Companywritten consent of the Applicable Directing Parties, Guarantor the Collateral Agent and the TrusteeGrantors may, from time to time, enter into written agreements supplemental hereto or to any other Security Document for the purpose of adding to, or waiving any provisions of, this Agreement or any other Security Document or changing in any manner the rights of the Collateral Agent, the Secured Parties or the Grantors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of the Primary Holder Representatives for each Class of Primary Secured Obligations then outstanding, (ii) amend the definition of Applicable Directing Parties or any use of such defined term in this Agreement, in each case without the consent of each Primary Holder Representative, (iii) reduce the percentages or change the numbers specified in the definition of Majority Class Holders and Instructing Secured Parties or amend, modify or waive any provision of Section 3.5 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, or (v) amend, modify or waive any provision of Section 3, 4 or 5 or otherwise alter the duties, rights or obligations of the Collateral Agent without the written consent of the Collateral Agent. Any such supplemental agreement shall be binding upon the Grantors, each Primary Holder Representative, the Secured Parties and the Collateral Agent and their respective successors and assigns. No consent of the Grantors shall be required for any amendment, waiver or supplement to this Agreement except for amendments, waivers and supplements that would reasonably be expected to adversely impact any of the Grantors. (b) Notwithstanding the foregoing, solely with the consent of the holders Applicable Directing Parties (and without the consent of not less than a majority in aggregate principal amount any other Secured Party), the Collateral Agent and any of the securities of each series Grantors, at the any time Outstanding affected by such supplemental indenture or indentures and from time to time, may enter into one or more agreements supplemental indentures hereto or to any other Security Document, in form satisfactory to the Applicable Directing Parties and acceptable to Collateral Agent, (i) to add to the covenants of such Grantor for the purpose of adding, changing or eliminating any provisions benefit of the Base Indenture Secured Parties or to surrender any supplemental indenture right or power herein conferred upon such Grantor or add to the rights or benefits of modifying the Secured Parties; (ii) to mortgage or pledge to the Collateral Agent, or grant a security interest in favor of the Collateral Agent in, any manner not covered elsewhere in property or assets as additional security for the Base Indenture Secured Obligations or to preserve, perfect or establish any liens on the Collateral to secure the Secured Obligations or the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any seriesCollateral Agent with respect thereto; (iii) reduce the premium payable upon the redemption of to conform to any SecurityApplicable Law or to advice given by special or local counsel; (iv) to cure any ambiguity, to correct or supplement any provision herein or in any other Security Document which may be defective or inconsistent with any other provision herein or therein, or to make any Security payable in Currency other than provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided that stated in any such action contemplated by this clause (iv) shall not adversely affect the Securityinterests of the Secured Parties; (v) impair to secure additional Secured Obligations otherwise permitted to be secured by the right Collateral pursuant to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date)Secured Instruments; or (vi) reduce to provide for the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount assumption of the Outstanding securities Company's or any Grantor's obligations under any Security Document in the case of each series affected thereby, on behalf a merger or consolidation or sale of all or substantially all of the holders Company's or such Grantor's assets, as applicable. (c) For purposes of voting under this Agreement, Secured Obligations registered in the name of or beneficially owned by the Company or any Affiliated Entity of the securities of such series, Company will be deemed not to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Securityoutstanding.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Parent and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); (vi) modify any subordination provisions applicable to this Security or the guarantee of this Security in a manner adverse in any material respect to the holder hereof; or (vivii) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default default under the Base Indenture, and its consequences, except a Default default in the payment of the principal of, premium, if any, or interest on on, any security of the securities of such series or a Default in respect of a covenant or provision of as and when the Base Indenture that cannot be modified or amended without same shall become due by the consent of the holder of each Outstanding security terms of such affected seriessecurities. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Companywritten consent of the Required Secured Parties, Guarantor the Collateral Trustee and the Grantors may, from time to time, enter into written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to, or waiving any provisions of, this Collateral Trust Agreement or any Trust Security Document or changing in any manner the rights of the Collateral Trustee, the Secured Parties or the Grantors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this subsection 6.3 without the written consent of each Holder Representative, (ii) except as provided in the next succeeding sentence, reduce the percentages or change the numbers specified in the definition of Majority First Priority Secured Parties, Majority Second Priority Secured Parties, Majority Junior Priority Secured Parties and Majority Secured Parties or amend, modify or waive any provision of subsection 3.4 or the definition of Secured Obligations, First Priority Secured Obligations, 2011 Second Priority Secured Obligations, 2012 Second Priority Secured Obligations, Second Priority Additional Debt Obligations, Junior Priority Additional Debt Obligations or otherwise change the relative rights of the Secured Parties under the Collateral Trust Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iii) amend, modify or waive any provision of subsection 8.1 without the written consent of the relevant Second Priority Agent if any Second Priority Secured Obligations are then outstanding, but only if the relative rights of the Second Priority Secured Parties in respect of such Second Priority Secured Obligations would be adversely affected thereby, (iv) amend, modify or waive any provision of subsection 8.2 without the written consent of the relevant Junior Priority Additional Debt Representative if any Junior Priority Additional Debt Obligations are then outstanding, but only if the relative rights of the Junior Priority Secured Parties, as the case may be, in respect of such Junior Priority Additional Debt Obligations would be adversely affected thereby or (v) amend, modify or waive any provision of Section 4 or Section 5 or alter the duties, rights or obligations of the Collateral Trustee hereunder or under the Trust Security Documents without the written consent of the Collateral Trustee. Any such supplemental agreement shall be binding upon the Grantors, each Holder Representative, the Secured Parties and the Collateral Trustee and their respective successors and assigns. (b) Solely with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, Controlling Party (and without the consent of any other Secured Party), the holders of each Collateral Trustee and the Grantors, at any time and from time to time, may enter into one or more agreements supplemental hereto or to any Trust Security then Outstanding and affected therebyDocument, shall: (i) extend a fixed maturity to add to the covenants of or any installment of principal of any Securities of any series or reduce such Grantor for the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration benefit of the maturity thereofSecured Parties or to surrender any right or power herein conferred upon such Grantor; (ii) reduce to mortgage or pledge to the rate Collateral Trustee, or grant a security interest in favor of the Collateral Trustee in, any property or extend assets as additional security for the time for payment of interest of any Security of any seriesSecured Obligations; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable as contemplated in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption datesubsection 6.3(d); or (viiv) reduce the percentage of Securitiesto cure any ambiguity, the holders of to correct or supplement any provision herein or in any Trust Security Document which are required may be defective or inconsistent with any other provision herein or therein, or to consent make any other provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided that any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting action contemplated by this clause (iv) shall not adversely affect the holders interests of not less than a majority in aggregate principal amount any of the Outstanding securities of each series affected thereby, on behalf of all Secured Parties. (c) Solely with the consent of the holders of the securities of such series, to waive any past Default under the Base Indenture, Controlling Party (and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of any other Secured Party), the holder Collateral Trustee, the Grantors and the Holder Representative for each Junior Priority Additional Debt, at any time and from time to time, may enter into one or more agreements supplemental hereto or to any Trust Security Document, to provide for the inclusion herein of each Outstanding security intercreditor provisions as between, on the one hand, one or more issues of Junior Priority Additional Debt and, on the other hand, one or more other issues of Junior Priority Additional Debt (it being agreed that the consent of the Holder Representative of any Junior Priority Additional Debt benefiting from any such intercreditor provisions with respect to such issues substantially in the form of subsections 8.2 and 8.4, with appropriate changes in the references therein, shall not be required); provided that any such action contemplated by this clause shall not adversely affect the interests of any of the Secured Parties in respect of the First Priority Secured Obligations or any Second Priority Secured Obligations. (d) Each of the First Priority Agent and the Second Priority Credit Agents agrees (with the intention of such affected series. Any such consent agreement being binding upon the Secured Parties for which it is the Holder Representative) that, at any time when it is the Controlling Party, it will cooperate with the Company in effecting any amendment to this Collateral Trust Agreement or waiver any Trust Security Document reasonably requested by the registered Securityholder shall be conclusive and binding upon Company that does not, in the opinion of such holder and upon all future holders and owners Controlling Party, adversely affect the interests of this Security and the then Secured Parties (it being understood that any Additional Debt, or Liens securing such Additional Debt, in each case, permitted under the Secured Instruments, does not adversely affect the interests of the then Secured Parties), provided that such amendment is reasonably intended in the opinion of the Grantors to facilitate the issuance, or securing pursuant hereto, of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this SecurityAdditional Debt.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor the Guarantors and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security security of any series; (iii) reduce the premium payable upon the redemption of any Securitysecurity; (iv) make any Security security payable in Currency other than that stated in the Securitysecurity; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); (vi) modify any subordination provisions applicable to this Security or the guarantee of this Security in a manner adverse in any material respect to the holder hereof; or (vivii) reduce the percentage of Securitiessecurities, the holders of which are required to consent to any such supplemental indenture or indentures. In addition, without the consent of each of the Securityholders, the Company and the Guarantors may not amend the provisions of Section 1.4 of the Fourth Supplemental Indenture or the corresponding provisions of this Security. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default default under the Base Indenture, and its consequences, except a Default default in the payment of the principal of, premium, if any, or interest on on, any security of the securities of such series or a Default in respect of a covenant or provision of as and when the Base Indenture that cannot be modified or amended without same shall become due by the consent of the holder of each Outstanding security terms of such affected seriessecurities. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder Securityholder and upon all future holders Securityholders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor the Guarantors and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security security of any series; (iii) reduce the premium payable upon the redemption of any Securitysecurity; (iv) make any Security security payable in Currency other than that stated in the Securitysecurity; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); (vi) modify any subordination provisions applicable to this Security or the guarantee of this Security in a manner adverse in any material respect to the holder hereof; or (vivii) reduce the percentage of Securitiessecurities, the holders of which are required to consent to any such supplemental indenture or indentures. In addition, without the consent of each of the Securityholders, the Company and the Guarantors may not amend the provisions of Section 1.4 of the Second Supplemental Indenture or the corresponding provisions of this Security. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default default under the Base Indenture, and its consequences, except a Default default in the payment of the principal of, premium, if any, or interest on on, any security of the securities of such series or a Default in respect of a covenant or provision of as and when the Base Indenture that cannot be modified or amended without same shall become due by the consent of the holder of each Outstanding security terms of such affected seriessecurities. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder Securityholder and upon all future holders Securityholders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Company, Guarantor and the Trustee, with the written consent of the holders of not less than a majority in aggregate principal amount of Directing Parties, the securities of each series at Collateral Trustee and the Grantors may, from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures hereto or to any other Trust Security Document for the purpose of addingadding to, changing or eliminating waiving any provisions of the Base Indenture of, this Agreement or any supplemental indenture other Trust Security Document or of modifying changing in any manner not covered elsewhere the rights of the Collateral Trustee, the Secured Parties or the Grantors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of each Primary Holder Representative for each Class of Primary Secured Obligations then outstanding but only if the rights of the Primary Holder Representative would be adversely affected thereby, (ii) amend the definition of Directing Parties or any use of such defined term in this Agreement, in each case without the written consent of each Primary Holder Representative for each class of Primary Secured Obligations then outstanding but only if the rights of the Primary Holder Representative would be adversely affected thereby, (iii) change the percentage specified in the Base Indenture definition of Majority Holders, Majority Restructuring Note Class Holders or Majority New Money Note Class Holders or amend, modify or waive any provision of Section 3.4 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, or (v) amend, modify or waive any provision of Section 3, 4 or 5 or otherwise alter the securities duties, rights or obligations of such series; provided, however, that no the Collateral Trustee hereunder or under the other Trust Security Documents without the written consent of the Collateral Trustee. Any such supplemental indentureagreement shall be binding upon the Grantors, each Primary Holder Representative, the Secured Parties and the Collateral Trustee and their respective successors and assigns. (b) Notwithstanding the foregoing, without the consent of the holders Directing Parties or any other Secured Party, the Collateral Trustee and the Grantors, at any time and from time to time, may, subject to the terms, conditions and provisions of each the Intercreditor Agreement enter into one or more agreements supplemental hereto or to any other Trust Security then Outstanding Document, in form and affected therebysubstance satisfactory to the Grantors and the Collateral Trustee, shall: (i) extend a fixed maturity to add to the covenants of or any installment of principal of any Securities of any series or reduce such Grantor for the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration benefit of the maturity thereofSecured Parties or to surrender any right or power herein conferred upon such Grantor or add to the rights or benefits of the Secured Parties; (ii) reduce to mortgage or pledge to the rate Collateral Trustee, or grant a security interest in favor of the Collateral Trustee in, any property or extend assets as additional security for the time for payment Secured Obligations or to preserve, perfect or establish any liens on the Collateral to secure the Secured Obligations or the rights of interest of any Security of any seriesthe Collateral Trustee with respect thereto; (iii) reduce the premium payable upon the redemption of to conform to any Securityapplicable law or to advice given by special or local counsel; (iv) to cure any ambiguity, to correct or supplement any provision herein or in any other Trust Security Document which may be defective or inconsistent with any other provision herein or therein, or to make any Security payable in Currency other than provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided that stated in any such action contemplated by this clause (iv) shall not adversely affect the Securityinterests of the Secured Parties; (v) impair to secure additional Secured Obligations otherwise permitted to be secured by the right Collateral pursuant to institute suit the Secured Instruments; (vi) to provide for the enforcement assumption of the Company’s or any payment on or after the fixed maturity thereof (or Grantor’s obligations under any Trust Security Document in the case of a merger or redemptionconsolidation or sale of all or substantially all of the Company’s or such Grantor’s assets, as applicable; (vii) to make, complete or confirm any grant of a Lien on Collateral permitted or after required by any Secured Instrument or, to the redemption dateextent required under the Intercreditor Agreement (or any other intercreditor agreement constituting a Trust Security Document), to conform any Trust Security Document to reflect permitted amendments or modifications to comparable provisions of any Bank Group Document, Pension Fund Document or comparable document evidencing the Asset Backed Credit Facility; (viii) to amend the Intercreditor Agreement pursuant to the terms thereof or otherwise enter into another intercreditor agreement (including the Asset Backed Credit Facility Intercreditor Agreement, if any) to the extent permitted under, and in accordance with the terms, conditions and provisions of, the applicable Secured Instruments; or (viix) reduce to comply with the percentage TIA, or with any requirement of Securitiesthe SEC arising from the qualification of the Indentures under the TIA. If an Asset Backed Credit Facility and related Asset Backed Credit Facility Intercreditor Agreement are entered into, in each case, to the extent permitted under, and in accordance with the terms, conditions and provisions of, the holders applicable Secured Instruments, then this Agreement shall be deemed amended to include, and shall be amended to so include, a reference to the “Asset Backed Credit Facility Intercreditor Agreement” each time (if applicable) “Intercreditor Agreement” is referred to herein. (c) For purposes of which are required to consent to voting under this Agreement, Secured Obligations registered in the name of or beneficially owned by the Company or any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount Affiliate of the Outstanding securities Company will be deemed to be outstanding only to the extent deemed outstanding for purposes of each series affected thereby, on behalf voting under the respective Indentures. (d) The Collateral Trustee will not enter into any amendment or supplement unless it has received a certificate of all a Responsible Officer of the holders Company to the effect that such amendment or supplement will not result in a breach of any provision or covenant contained in any of the securities Secured Instruments. Prior to executing any amendment adding Collateral pursuant to this Section 6.3, the Collateral Trustee will be entitled to receive an Opinion of Counsel to the effect that the execution and delivery of such series, to waive any past Default under the Base Indenturedocument is permitted hereunder and all conditions precedent thereto have been satisfied, and its consequences, except a Default in the payment addressing customary creation and perfection (which Opinion of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot Counsel may be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive subject to customary assumptions and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwisequalifications), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Companywritten consent of the Directing Parties, Guarantor the Collateral Trustee and the Grantors may, from time to time, enter into written agreements supplemental hereto or to any other Trust Security Document for the purpose of adding to, or waiving any provisions of, this Agreement or any other Trust Security Document or changing in any manner the rights of the Collateral Trustee, the Secured Parties or the Grantors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this subsection 6.3 without the written consent of the Primary Holder Representatives for each Class of Primary Secured Obligations then outstanding, (ii) amend the definition of “Directing Parties” or any use of such defined term in this Agreement, in each case without the consent of both Primary Holder Representatives, (iii) reduce the percentages or change the numbers specified in the definition of Majority Class Holders and Majority Secured Parties or amend, modify or waive any provision of subsection 3.4 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, (v) amend, modify or waive any provision of Section 3, 3A, 4 or 5 or otherwise alter the duties, rights or obligations of the Collateral Trustee hereunder or under the other Trust Security Documents without the written consent of the Collateral Trustee or (vi) if no Notice of Acceleration is in effect, amend, modify or waive any provision of Section 3A without the consent of the Company (not to be unreasonably withheld or delayed). Any such supplemental agreement shall be binding upon the Grantors, each Primary Holder Representative, the Secured Parties and the Collateral Trustee and their respective successors and assigns. No consent of the Grantors shall be required for any amendment, waiver or supplement to this Agreement except for amendments, waivers and supplements that would reasonably be expected to adversely impact any of the Grantors. (b) Notwithstanding the foregoing, solely with the consent of the holders Directing Parties (and without the consent of not less than a majority in aggregate principal amount any other Secured Party), the Collateral Trustee and any of the securities of each series Grantors, at the any time Outstanding affected by such supplemental indenture or indentures and from time to time, may enter into one or more agreements supplemental indentures hereto or to any other Trust Security Document, in form satisfactory to the Directing Parties and acceptable to Collateral Trustee, (i) to add to the covenants of such Grantor for the purpose of adding, changing or eliminating any provisions benefit of the Base Indenture Secured Parties or to surrender any supplemental indenture right or power herein conferred upon such Grantor or add to the rights or benefits of modifying the Secured Parties; (ii) to mortgage or pledge to the Collateral Trustee, or grant a security interest in favor of the Collateral Trustee in, any manner not covered elsewhere in property or assets as additional security for the Base Indenture Secured Obligations or to preserve, perfect or establish any liens on the Collateral to secure the Secured Obligations or the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any seriesCollateral Trustee with respect thereto; (iii) reduce the premium payable upon the redemption of to conform to any SecurityApplicable Law or to advice given by special or local counsel; (iv) to cure any ambiguity, to correct or supplement any provision herein or in any other Trust Security Document which may be defective or inconsistent with any other provision herein or therein, or to make any Security payable in Currency other than provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided that stated in any such action contemplated by this clause (iv) shall not adversely affect the Securityinterests of the Secured Parties; (v) impair to secure additional Secured Obligations otherwise permitted to be secured by the right Collateral pursuant to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date)Secured Instruments; or (vi) reduce to provide for the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount assumption of the Outstanding securities Company’s or any Grantor’s obligations under any Trust Security Document in the case of each series affected thereby, on behalf a merger or consolidation or sale of all or substantially all of the holders Company’s or such Grantor’s assets, as applicable. (c) For purposes of voting under this Agreement, Secured Obligations registered in the name of or beneficially owned by the Company or any Affiliated Entity of the securities of such series, Company will be deemed not to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Securityoutstanding.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor the Guarantors and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities Securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Subject to certain exceptions, the Indenture contains provisions permitting or the Company, Guarantor and the Trustee, Securities may be amended or supplemented with the consent of the holders Holders of not less than a majority in aggregate principal amount of the securities outstanding Securities, and certain existing Defaults or Events of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without Default may be waived with the consent of the holders Holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all Securities then outstanding. In accordance with the terms of the holders Indenture, the Company, with the consent of the Trustee, may amend or supplement the Indenture or the Securities without notice to or the consent of any Securityholder: (i) to comply with Sections Error! Reference source not found. and Error! Reference source not found. of the Indenture; (ii) to make any amendment to the provisions of this 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 (b) no such amendment materially and adversely affects the rights of such series, any Holder; (iii) to waive any past Default evidence and provide the acceptance to the appointment of a successor Trustee under the Base Indenture, and its consequences, except a Default in ; (iv) to secure the payment obligations of the principal of, premium, if any, Company or interest on any security of such series or a Default other obligor under the Indenture in respect of a covenant or provision the Securities; (v) to add to the covenants of the Base Company described in the Indenture for the benefit of Securityholders or to surrender any right or power conferred upon the Company; (vi) to make provisions with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the Conversion Rate in accordance with the Indenture; (vii) to add guarantees or additional obligors with respect to the Securities; (viii) to add any additional Events of Default; (ix) to comply with the requirements of the Canadian securities regulatory authority, the SEC, the NYSE MKT, the TSX or any applicable securities depository or stock exchange or market on which Common Shares may be listed or admitted for trading, provided that canno such amendment or supplement materially and adversely affects rights of any Holder; (x) to provide that the Securities are convertible into Reference Property (subject to the provisions described under Section Error! Reference source not be modified found. of the Indenture) as described under Section Error! Reference source not found. of the Indenture and make related changes to the terms of the Securities; (xi) to provide for the issuance of Additional Securities in accordance with the limitations set forth in the Indenture; or amended (xii) to make any change that does not adversely affect the rights of any Holder of the Securities in any material respect. In addition, the Company and the Trustee may enter into a supplemental indenture without the consent of Holders of the holder of each Outstanding security of such affected series. Any such consent Securities to cure any ambiguity, defect, omission or waiver by inconsistency in the registered Securityholder shall Indenture in a manner that does not, individually or in the aggregate with all other modifications made or to be conclusive and binding upon such holder and upon all future holders and owners of this Security and made to the Indenture, adversely affect the rights of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this SecurityHolder.

Amendments, Supplements and Waivers. Section 11.1. WITHOUT CONSENT OF HOLDERS. The Base Indenture contains provisions permitting the Company, Guarantor when authorized by a Board Resolution, and the Trustee, with together, may amend or supplement this Indenture or the Securities without notice to or consent of any Holder: (1) to cure any ambiguity, defect or inconsistency or to comply with requirements of the holders Commission in order to qualify this Indenture under the TIA (to the extent such qualification is required pursuant to the terms of the TIA), so long as such change does not adversely affect the rights of any of the Holders in any material respect ; (2) to add any new Subsidiary Guarantor; add (3) to comply with Article VI. Section 11.2. WITH CONSENT OF HOLDERS. Subject to Section 8.7, the Company, when authorized by a Board Resolution, the Trustee and the Holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture Securities then outstanding, may amend or indentures to enter into supplemental indentures for the purpose of adding, changing supplement (or eliminating waive compliance with any provisions of the Base provision of) this Indenture or the Securities without any supplemental indenture or of modifying in notice to any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; providedother Holder, however, except that no such supplemental indenture, (a) without the consent of each Holder of the holders of each Security then Outstanding and affected therebySecurities affected, shall: no such amendment, supplement or waiver may: (i1) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereofof the Securities whose Holders must consent to an amendment, supplement or reduce the amount of principal waiver of any original issue discount security that would be due and payable upon declaration provision of acceleration of this Indenture or the maturity thereofSecurities; 62 (ii2) reduce the rate of or extend change or have the effect of changing the time for payment of interest of interest, including defaulted interest, on any Security of any series; Securities; (iii3) reduce the principal of, premium payable upon applicable to, or change or have the effect of changing the stated maturity of any Securities, or change the date on which any Securities may be subject to redemption or repurchase, or reduce the redemption of or repurchase price therefor (other than a payment required under Sections 5.15 or 5.16); (4) make the principal of, or interest on, any Security; Securities payable in any currency other than U.S. Legal Tender; (iv5) make any Security payable in Currency other than that stated changes in the Security; (v) impair provisions of this Indenture protecting the right of each Holder to institute suit for the enforcement receive payment of any payment principal of and interest on such Securities on or after the fixed maturity due date thereof (or in the case to bring suit to enforce such payment, or redemption, on or after the redemption date); or (vi) reduce the percentage permitting Holders of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of Securities to waive Defaults or Events of Default; or (6) modify or change any provision of this Indenture or the Outstanding securities of each series affected thereby, on behalf of all related definitions affecting the Subordination or ranking of the holders of Securities in a manner which adversely affects the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.Holders; and

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting Subject to certain exceptions, the CompanyIndenture, Guarantor and the Trustee, Pledge Agreement or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture, the Pledge Agreement or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture, the Pledge Agreement or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company's obligations to Holders of the Notes in case of a merger or consolidation in accordance with Section 5.01 of the Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, or to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act. However, without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder of Notes): reduce the percentage in principal amount outstanding of Notes whose Holders shall consent to an amendment, supplement or waiver or consent to take any action under the Indenture or the Notes; reduce the principal or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than Section 4.11 or Section 4.15 of the Indenture); reduce the rate of or change the time for payment of interest on any Notes; waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of not less than at least a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions Notes and a waiver of the Base Indenture payment default that resulted from such acceleration); make any Note, or any supplemental indenture premium or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; providedaccrued interest thereon, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency money other than that stated in the SecurityNotes; make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, premium, if any, or interest on the Notes; waive a redemption payment with respect to any Note (v) other than a payment required by Section 4.11 or Section 4.15 of the Indenture); make any change in the foregoing amendment and waiver provisions; impair the right to institute suit for the enforcement of any payment on or after with respect to the fixed maturity thereof (or in Notes; adversely affect the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount ranking of the Outstanding securities of each series affected thereby, on behalf of all of Notes in a manner adverse to the holders of the securities of such series, to waive Notes; or release any past Default under Collateral from the Base Indenture, and its consequencesLien created by the Pledge Agreement, except a Default in accordance with the payment of the principal ofterms thereof. In addition, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder holders of each Outstanding security at least 662/3% in principal amount of such affected series. Any such consent the then outstanding Notes (including consents obtained in connection with a tender offer or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange offer for this Security or in place hereof (whether by registration of transfer or otherwiseNotes), irrespective of whether no amendment to the Indenture may make any change in, and no waiver may be made with respect to any Default in the performance of, Section 4.11 or not any notation of such consent or waiver is made upon this Security.Section 4.15

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Outstanding debt securities of each series at the time Outstanding affected by such supplemental indenture or indentures (including the Securities, if applicable) to enter into execute supplemental indentures for the purpose of adding, changing adding or eliminating any provisions of to the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indentureindenture shall, without the ----------------- consent of the holders each holder of each Security then Outstanding and securities affected thereby, shall: (i) extend a the fixed maturity of or any installment of principal securities of any Securities of any series or series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon, or reduce the amount of principal of any original issue discount security that would be due and premium payable upon declaration of acceleration of the maturity redemption thereof; or (ii) reduce the rate percentage in principal amount of or extend the time for payment of interest Outstanding debt securities of any Security of any series; (iii) reduce series issued pursuant to the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of SecuritiesBase Indenture, the holders of which are required to consent to any such supplemental indenture or indenturesindenture. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding debt securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that which cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder holder of this Security shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting permits, subject to the Companyrights of the Holders of Preferred Securities set forth therein and in the Declaration and with certain other exceptions as therein provided, Guarantor the amendment thereof and the Trustee, modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the holders Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the securities of each series Securities at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of addingOutstanding, changing or eliminating any provisions on behalf of the Base Indenture or any supplemental indenture or Holders of modifying in any manner not covered elsewhere in all the Base Indenture Securities, subject to the rights of the holders Holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding Preferred Securities set forth therein and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such seriesDeclaration, to waive any compliance by the Company with certain provisions of the Indenture and certain past Default defaults under the Base Indenture, Indenture and its their consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder Holder of this Security shall be conclusive and binding upon such holder Holder and upon all future holders and owners Holders of this Security and of any Security issued in exchange for this Security or in place hereof (whether by upon the registration of transfer hereof or otherwise)in exchange therefor or in lieu hereof, irrespective of whether or not any notation of such consent or waiver is made upon this Security. Notwithstanding anything to the contrary in the Indenture or the Declaration, if the Property Trustee is the sole holder of the Securities, so long as any of the Preferred Securities remains outstanding, no amendment shall be made that adversely affects the Holders of such Preferred Securities, and no termination of the Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under the Indenture shall be effective, without the prior consent of the Holders of the percentage of the aggregate stated liquidation amount of such Preferred Securities then outstanding which is at least equal to the percentage of aggregate stated principal amount of Outstanding Securities as shall be required under the Indenture to effect any such amendment, termination or waiver. The above description of amendments, supplements and waivers is qualified by reference to, and subject in its entirety by the more complete description thereof contained in the Indenture.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor the Guarantors and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security security of any series; (iii) reduce the premium payable upon the redemption of any Securitysecurity; (iv) make any Security security payable in Currency other than that stated in the Securitysecurity; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); (vi) modify any subordination provisions applicable to this Security or the guarantee of this Security in a manner adverse in any material respect to the holder hereof; or (vivii) reduce the percentage of Securitiessecurities, the holders of which are required to consent to any such supplemental indenture or indentures. In addition, without the consent of each of the Securityholders, the Company and the Guarantors may not amend the provisions of Section 1.4 of the Third Supplemental Indenture or the corresponding provisions of this Security. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default default under the Base Indenture, and its consequences, except a Default default in the payment of the principal of, premium, if any, or interest on on, any security of the securities of such series or a Default in respect of a covenant or provision of as and when the Base Indenture that cannot be modified or amended without same shall become due by the consent of the holder of each Outstanding security terms of such affected seriessecurities. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder Securityholder and upon all future holders Securityholders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor the Guarantors and the Trustee, with the consent of the holders Holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders Holders of the securities of such seriesSecurities; provided, however, that no such supplemental indenture, without the consent of the holders Holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed change the stated maturity of the principal of, or any installment of principal of interest on, any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereofSecurity; (ii) reduce the principal amount of, or the rate of or extend the time for payment of interest of on, any Security of any seriesSecurity; (iii) reduce the premium any premium, if any, payable upon on the redemption or required repurchase of any SecuritySecurity or change the date on which any Securities may be redeemed or required to be repurchased; (iv) make change the coin or currency in which the principal of, premium, if any, or interest on any Security payable in Currency other than that stated in the SecuritySecurities is payable; (v) impair the right of any Holder of any Security to institute suit for the enforcement of any payment on or after the fixed stated maturity thereof (or in the case or redemption, on or after the redemption date)of any Securities; or (vi) reduce the percentage in principal amount of the Outstanding Securities, the holders consent of which are whose Holders is required to amend, modify or supplement the Indenture; (vii) modify any of the provisions of Section 4.06 or Section 6.06 of the Base Indenture, except to increase any percentage vote required or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; or (viii) modify any of the provisions of Section 9.02 of the Base Indenture. Notwithstanding anything in Indenture to any such the contrary, from and after the time a Change of Control Offer is required to have been made and until the Company repurchases all Offered Securities or portions of Offered Securities properly tendered in accordance with the Indenture, no amendment, modification or waiver or supplemental indenture shall be entered into pursuant to Article IX of the Base Indenture which shall have the effect of reducing any premium, if any, payable on the redemption or indenturesrequired repurchase of any Security or changing the date on which any Securities may be required to be repurchased, in each case without the consent of the Holder of each Outstanding Security affected thereby. The Base Indenture also contains provisions permitting the holders Holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected therebySecurities, on behalf of all of the holders Holders of the securities of such seriesSecurities, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series Security or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder Holder of each Outstanding security of such affected seriesSecurity. Any such consent or waiver by the registered Securityholder Holder shall be conclusive and binding upon such holder Holder and upon all future holders Holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Parent and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities Securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities Securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security Security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder Securityholder and upon all future holders Securityholders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, the Guarantor and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of on any Security security of any series; (iii) reduce the premium payable upon the redemption of any Securitysecurity; (iv) make any Security security payable in Currency other than that stated in the Securitysecurity; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or of redemption, on or after the redemption date); or (vi) reduce the aforesaid percentage of Securitiessecurities, the holders of which are required to consent to any such supplemental indenture or indentures. In addition, without the consent of the Holder of each Security so affected, no supplemental indenture may reduce any premium payable on the redemption of the Securities or change the time at which the Securities may or must be redeemed or alter or waive any of the provisions with respect to the redemption of the Securities pursuant to Section 7 of this Security. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default default under the Base Indenture, and its consequences, except a Default default in the payment of the principal of, premium, if any, or interest on on, any security of the securities of such series or a Default in respect of a covenant or provision of as and when the Base Indenture that cannot be modified or amended without same shall become due by the consent of the holder of each Outstanding security terms of such affected seriessecurities. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder Securityholder and upon all future holders Securityholders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Parent, Holdco and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities Securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Subject to certain exceptions, the Indenture contains provisions permitting or the Company, Guarantor and the Trustee, Securities may be amended or supplemented with the consent of the holders Holders of not less than at least a majority in aggregate principal amount of the securities Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for Securities). Without the consent of each series at any Holder, the time Outstanding affected by Company and the Trustee may amend or supplement the Indenture or the Securities to cure any ambiguity, defect or inconsistency (provided that such supplemental indenture or indentures action shall not adversely affect the interests of the Holders in any respect); to enter into supplemental indentures add to the covenants of the Company for the purpose benefit of adding, changing Holders or eliminating to surrender any provisions of right or power herein conferred upon the Base Indenture Company or to make any supplemental indenture or of modifying in any manner other change that does not covered elsewhere in the Base Indenture adversely affect the rights of any Holder; to provide collateral for the holders Securities; to evidence the succession of another person to the Company; to provide for uncertificated Securities; and to effect or maintain the qualification of the securities of such series; provided, however, that no such supplemental indenture, without Indenture under the consent of the holders of each Security then Outstanding and affected thereby, shall: TIA. (i) extend a fixed maturity change the percentage of or any installment of principal of any Securities of any series or reduce the principal amount thereofof this Security whose Holders must consent to an amendment, supplement or reduce the amount of principal waiver of any original issue discount security that would be due and payable upon declaration provision of acceleration of any Security or the maturity thereofIndenture; (ii) reduce the rate of or extend the time for payment of interest of any Security of any serieson this Security; (iii) reduce the premium payable upon the redemption principal amount of any SecuritySecurity or reduce the Purchase Price or the Redemption Price; (iv) make any Security payable in Currency change the Stated Maturity or the Net Proceeds Payment Date (other than that stated in accordance with Section 4.10 of the SecurityIndenture); (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after alter the redemption date)provisions of Article Three of the Indenture or the terms and provisions of Section 4.10 of the Indenture, in any case, in a manner adverse to any Holder; or (vi) reduce make changes in provisions concerning waivers of Defaults or Events of Defaults of Holders of securities or the percentage rights of SecuritiesHolders to recover principal or premium of, interest on, or redemption payment with respect to, any Security in the holders form and manner provided in the Indenture; (vii) make any changes to Section 6.9 or 6.6 or the third sentence of which are Section 9.2 of the Indenture. The right of any Holder to participate in any consent required to consent or sought pursuant to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without this Security (and the consent obligation of the holder of each Outstanding security of such affected series. Any Company to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of any Securities with respect to which such consent is required or waiver sought as of a date identified by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners Trustee in a notice furnished to Holders in accordance with the terms of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Securitythe Indenture.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Parent, New Irish TE and the Trustee, with the consent of the holders Holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders Holders of the securities Securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders Holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders Holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders Holders of not less than a majority in aggregate principal amount of the Outstanding securities Securities of each series affected thereby, on behalf of all of the holders Holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder Holder of each Outstanding security Security of such affected series. Any such consent or waiver by the registered Securityholder Holder shall be conclusive and binding upon such holder Holder and upon all future holders Holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor the Guarantors and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security security of any series; (iii) reduce the premium payable upon the redemption of any Securitysecurity; (iv) make any Security security payable in Currency other than that stated in the Securitysecurity; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); (vi) modify any subordination provisions applicable to this Security or the guarantee of this Security in a manner adverse in any material respect to the holder hereof; or (vivii) reduce the percentage of Securitiessecurities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default default under the Base Indenture, and its consequences, except a Default default in the payment of the principal of, premium, if any, or interest on on, any security of the securities of such series or a Default in respect of a covenant or provision of as and when the Base Indenture that cannot be modified or amended without same shall become due by the consent of the holder of each Outstanding security terms of such affected seriessecurities. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder Securityholder and upon all future holders Securityholders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, the Guarantor and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security security of any series; (iii) reduce the premium payable upon the redemption of any Securitysecurity; (iv) make any Security security payable in Currency other than that stated in the Securitysecurity; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); (vi) modify any subordination provisions applicable to this Security or the guarantee of this Security in a manner adverse in any material respect to the holder hereof; or (vivii) reduce the percentage of Securitiessecurities, the holders of which are required to consent to any such supplemental indenture or indentures. In addition, without the consent of the Holder of each Security so affected, no supplemental indenture may reduce any premium payable on the redemption of the Securities or change the time at which the Securities may or must be redeemed or alter or waive any of the provisions with respect to the redemption of the Securities pursuant to the provisions described in Section 6 of this Security. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default default under the Base Indenture, and its consequences, except a Default default in the payment of the principal of, premium, if any, or interest on on, any security of the securities of such series or a Default in respect of a covenant or provision of as and when the Base Indenture that cannot be modified or amended without same shall become due by the consent of the holder of each Outstanding security terms of such affected seriessecurities. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder Securityholder and upon all future holders Securityholders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Company, Guarantor and the Trustee, with the written consent of the holders of not less than a majority in aggregate principal amount of Administrative Agent and the securities of each series at Public Trustee, the Trustee and the Trustors may, from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures hereto for the purpose of adding, changing adding to or eliminating waiving any provisions provision of the Base Indenture this Agreement or any supplemental indenture Security Document or of modifying changing in any manner not covered elsewhere in the Base Indenture the rights of the holders of Trustee, the securities of such seriesHolders or the Trustors hereunder or thereunder; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, agreement shall: : (i) extend a fixed maturity amend, modify or waive any provision of or any installment this Section 7.1 without the written consent of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; each Holder, (ii) reduce the rate percentage specified in the definition of Majority Holders without the written consent of all the Holders, (iii) amend, modify or extend waive any provision of Section 3.4, 3.5 or 6.1 or the definition of the term “Secured Debt” without the written consent of any Holder whose rights would be adversely affected thereby, (iv) amend, modify or waive any provision of Section 5 or alter the duties or obligations of the Trustee hereunder without the written consent of the Trustee. Any such supplemental agreement shall be binding upon the Trustors, the Holders and the Trustee and their respective successors. The Trustee shall not enter into any such supplemental agreement unless it shall have received a certificate of a Responsible Officer of the Trustors to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in the Indenture. (b) Without the consent of any Holders, the Trustee and the Trustors, at any time and from time to time, may enter into additional pledge or security agreements or one or more agreements supplemental hereto or to any Security Document, in form satisfactory to the Trustee, (i) to add to the covenants of the Trustors, for payment the benefit of the Holders, or to surrender any right or power herein conferred upon the Trustors; (ii) to mortgage, pledge or grant a security interest in any property or assets that are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Trustee pursuant to any Debt Instrument or any Security Document; and (iii) to cure any ambiguity in, to correct or to supplement any provision herein or in any Security Document that may be defective or inconsistent with any other provision herein or therein, or to make any other provisions with respect to matters or questions arising hereunder or under any Security Document that shall not be inconsistent with any provision hereof or of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this SecurityDocument.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor the Guarantors and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security security of any series; (iii) reduce the premium payable upon the redemption of any Securitysecurity; (iv) make any Security security payable in Currency other than that stated in the Securitysecurity; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); (vi) modify any subordination provisions applicable to this Security or the guarantee of this Security in a manner adverse in any material respect to the holder hereof; or (vivii) reduce the percentage of Securitiessecurities, the holders of which are required to consent to any such supplemental indenture or indentures. In addition, without the consent of each of the Securityholders, the Company and the Guarantors may not amend the provisions of Section 1.4 of the First Supplemental Indenture or the corresponding provisions of this Security. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default default under the Base Indenture, and its consequences, except a Default default in the payment of the principal of, premium, if any, or interest on on, any security of the securities of such series or a Default in respect of a covenant or provision of as and when the Base Indenture that cannot be modified or amended without same shall become due by the consent of the holder of each Outstanding security terms of such affected seriessecurities. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder Securityholder and upon all future holders Securityholders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Tyco and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series at the time Outstanding affected by such supplemental indenture or indentures (including the Securities, if applicable) to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities Securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities Securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security Security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor the Guarantors and the Trustee, with the consent of the holders Securityholders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding affected by such supplemental indenture or indentures Securities to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of to the Base Indenture or any supplemental indenture or indentures or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such seriesSecurityholders; provided, however, that no such supplemental indenture, without the consent of the holders Securityholders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any the Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any seriesthe Securities; (iii) reduce the premium payable upon the redemption of any Securitythe Securities; (iv) make any Security payable in Currency other than that stated in the SecuritySecurities; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of the Securities, the holders Securityholders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders Securityholders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected therebySecurities, on behalf of all of the holders of the securities of such seriesSecurityholders, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series Security or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected seriesSecurity. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder Securityholder and upon all future holders Securityholders and owners of this Security and of any Security Securities issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Parent and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the time Outstanding Oustanding affected by such supplemental indenture or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base Indenture or any supplemental indenture or of modifying in any manner not covered elsewhere in the Base Indenture the rights of the holders of the securities of such series; provided, however, that no such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall: (i) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Company, Guarantor and the Trustee, with the written consent of the holders of not less than a majority in aggregate principal amount of Required Secured Parties, and prior to the securities of each series at Credit Agreement Payoff, the Credit Agreement Administrative Agent, the Collateral Trustee and the Grantors may, from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures or additional hereto or to any Trust Security Document for the purpose of addingadding to, changing or eliminating waiving any provisions of the Base Indenture of, this Agreement or any supplemental indenture Trust Security Document or of modifying changing in any manner not covered elsewhere in the Base Indenture the rights of the holders Collateral Trustee, the Secured Parties or the Grantors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of each Holder Representative, (ii) reduce the percentages specified in the definition of Majority Class Holders, Majority First Priority Secured Parties, Majority Second Priority Secured Parties and Majority Secured Parties or amend, modify or waive any provision of Section 3.4 or the definition of Secured Obligations or otherwise change the relative rights of the securities Secured Parties under this Agreement in respect of payments from the Proceeds of Collateral or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be directly and adversely affected thereby, (iii) amend, modify or waive any provision of Section 8 without the written consent of each Additional Debt Representative with respect to any Second Priority Additional Debt then outstanding, but only if the relative rights of the Second Priority Secured Parties in respect of such seriesAdditional Debt would be directly and adversely affected thereby or (iv) amend, modify or waive any provision of Section 4 or 5 or alter the duties, rights or obligations of the Collateral Trustee hereunder or under the Trust Security Documents without the written consent of the Collateral Trustee. Any such supplemental agreement shall be binding upon the Grantors, each Holder Representative, the Secured Parties and the Collateral Trustee and their respective successors; provided, however, that no such supplemental indentureany update or revision to any schedule or annex to this Agreement or any Trust Security Document, delivery of any joinder or similar agreement to this Agreement (including, without the consent of the holders of each Security then Outstanding and affected therebylimitation, shall: (ipursuant to Section 6.13) extend a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereofTrust Security Document, or reduce the amount any revision or update related to such joinder or similar agreement shall not constitute an amendment, supplement or modification for purposes of principal of any original issue discount security that would be due this Section 6.3 and payable upon declaration of acceleration of the maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the holders of which are required to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount of the Outstanding securities of each series affected thereby, on behalf of all of the holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without the consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder shall be conclusive and binding effective upon such holder and upon all future holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Securitydelivery thereof to the Collateral Trustee.