Common use of Amendments to the Base Indenture Clause in Contracts

Amendments to the Base Indenture. The following amendments to the Base Indenture shall apply only to the 2029 Notes: (a) The final paragraph to Section 3.11 (Payment of Principal, Premium and Interest) of the Base Indenture shall be replaced with the following: Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment or to which the Issuer or any paying agent of the Issuer is subject, but without prejudice to the provisions set out in Section 9.8 of the Base Indenture, and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto. (b) Section 10.9 (Redemption for Tax Reasons) shall be replaced with the following: Unless otherwise provided pursuant to Section 3.1 of the Base Indenture, if the Issuer at any time determines that immediately prior to the giving of the notice required by Section 10.2 of the Base Indenture that a Tax Event has occurred in respect of the 2029 Notes and, in any such case, the Issuer cannot avoid the same by taking reasonable measures available to it, then the Issuer may in its sole discretion, having given notice of not more than 30 days nor less than 15 days prior to the date of redemption to the Trustee and, in accordance with Section 1.5 of the Base Indenture (which notice shall be irrevocable and shall specify the date set for redemption), redeem at any time all (but not some only) of the 2029 Notes at their Early Redemption Amount together, if applicable, with interest accrued to (but excluding) the date fixed for redemption. Upon the expiry of such notice the Issuer shall be bound to redeem the 2029 Notes accordingly. Prior to the publication of any notice of early redemption pursuant to the provisions set forth above, the Issuer shall deliver to the Trustee a certificate signed by any two authorized signatories of the Issuer confirming that the relevant requirement or circumstance giving rise to the right to redeem have been satisfied. The Trustee shall be entitled, without liability to any person, to accept such certificate without any further inquiry as sufficient evidence of the satisfaction of the relevant conditions precedent, in which event it shall be conclusive and binding on the Trustee and the Holders of the 2029 Notes. A “Tax Event” will be deemed to have occurred in respect of the 2029 Notes if, as a result of a Tax Law Change: (i) in making any payments on the 2029 Notes, the Issuer has paid or will or would on the next payment date be required to pay additional amounts as described Section 9.8 of the Base Indenture; (ii) any payment in respect of the 2029 Notes would be a “distribution” or would otherwise not be deductible (in whole, or to a material extent) for United Kingdom tax purposes (or the deduction would be materially deferred); or (iii) on the next payment due in respect of the 2029 Notes, the Issuer would be required to account to any taxing authority in the United Kingdom for any amount (other than any tax withheld or deducted from interest payable on the 2029 Notes) calculated by reference to any amount payable in respect of the 2029 Notes.

Amendments to the Base Indenture. The following amendments apply to the Notes issued hereby and all other Securities issued under the Base Indenture shall apply only to from and after the 2029 Notes:date of this Fifth Supplemental Indenture, including the Company's 7.25% Senior Notes due 2013. (ai) The final first paragraph to of Section 3.11 (Payment of Principal, Premium and Interest) 502 of the Base Indenture shall be is hereby deleted in its entirety and replaced with the followingfollowing paragraph: Payments will "If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, other than under clause (6) or (7) of Section 501, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be subject specified in the terms of that series) of all cases of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (iand to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in clause (6) or (7) of Section 501 occurs with respect to Securities of any fiscal series at the time Outstanding, all unpaid principal of and accrued interest on the Outstanding Securities of that series shall ipso facto become and be immediately due and payable without any declaration or other laws and regulations applicable thereto in act on the place part of payment or to which the Issuer Trustee or any paying agent Holder of the Issuer any Security of that series." (ii) The following paragraph is subject, but without prejudice added to the provisions set out in end of Section 9.8 301 of the Base Indenture, and (ii) : "All Securities of any withholding or deduction required pursuant to an agreement described in Section 1471(b) of series need not be issued at the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto. (b) Section 10.9 (Redemption for Tax Reasons) shall be replaced with the following: Unless otherwise provided pursuant to Section 3.1 of the Base Indenture, if the Issuer at any same time determines that immediately prior to the giving of the notice required by Section 10.2 of the Base Indenture that a Tax Event has occurred in respect of the 2029 Notes and, in any such caseunless otherwise so provided, the Issuer cannot avoid the same by taking reasonable measures available to it, then the Issuer a series may in its sole discretion, having given notice be reopened for issuance of not more than 30 days nor less than 15 days prior to the date of redemption to the Trustee and, in accordance with Section 1.5 of the Base Indenture (which notice shall be irrevocable and shall specify the date set for redemption), redeem at any time all (but not some only) of the 2029 Notes at their Early Redemption Amount together, if applicable, with interest accrued to (but excluding) the date fixed for redemption. Upon the expiry additional Securities of such notice the Issuer shall be bound to redeem the 2029 Notes accordingly. Prior to the publication of any notice of early redemption pursuant to the provisions set forth above, the Issuer shall deliver to the Trustee a certificate signed by any two authorized signatories of the Issuer confirming that the relevant requirement or circumstance giving rise to the right to redeem have been satisfied. The Trustee shall be entitled, without liability to any person, to accept such certificate without any further inquiry as sufficient evidence of the satisfaction of the relevant conditions precedent, in which event it shall be conclusive and binding on the Trustee and the Holders of the 2029 Notes. A “Tax Event” will be deemed to have occurred in respect of the 2029 Notes if, as a result of a Tax Law Change: (i) in making any payments on the 2029 Notes, the Issuer has paid or will or would on the next payment date be required to pay additional amounts as described Section 9.8 of the Base Indenture; (ii) any payment in respect of the 2029 Notes would be a “distribution” or would otherwise not be deductible (in whole, or to a material extent) for United Kingdom tax purposes (or the deduction would be materially deferred); or (iii) on the next payment due in respect of the 2029 Notes, the Issuer would be required to account to any taxing authority in the United Kingdom for any amount (other than any tax withheld or deducted from interest payable on the 2029 Notes) calculated by reference to any amount payable in respect of the 2029 Notesseries."

Amendments to the Base Indenture. The following amendments to the Base Indenture shall apply only to the 2029 Notesis hereby amended as follows: (a) The final paragraph to Section 3.11 (Payment of Principal, Premium and Interest4.1(f)(i) of the Base Indenture shall be replaced with the following: Payments will be subject is hereby amended and restated to read in all cases to its entirety as follows: (i) solely after the occurrence and during the continuance of a Warm Back-Up Management Trigger Event, as soon as available and in any event within the later of (x) sixty (60) days after the end of each of the first three Quarterly Fiscal Periods of each fiscal year and (y) five (5) Business Days after YBI files (or other laws and regulations otherwise would have been required to file under applicable thereto in Requirements of Law) a Quarterly Report on Form 10-Q for each of the place first three (3) YBI Quarterly Fiscal Periods of payment or to which the Issuer or any paying agent each fiscal year, an unaudited consolidated balance sheet of the Issuer is subject, but without prejudice to the provisions set out in Section 9.8 as of the Base Indenture, end of such fiscal quarter and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) unaudited consolidated statements of operations and comprehensive income and cash flows of the U.S. Internal Revenue Code of 1986, as amended Issuer for such fiscal quarter and for the fiscal year-to-date period then ended (in the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 case of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.second and third fiscal quarters of each fiscal year; (b) Section 10.9 (Redemption for Tax Reasons) shall be replaced with the following: Unless otherwise provided pursuant to Section 3.1 of the Base Indenture, if the Issuer at any time determines that immediately prior to the giving of the notice required by Section 10.2 4.3 of the Base Indenture that a Tax Event has occurred is hereby amended and restated to read in respect its entirety as follows: For so long as any of the 2029 Notes and, in any such caseare “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer cannot avoid agrees to provide to any Noteholder or Note Owner, and to any prospective purchaser of Notes designated by such Noteholder or Note Owner upon the same by taking request of such Noteholder or Note Owner or prospective purchaser, within a reasonable measures available time after receipt of a written request therefor, any information required to itbe provided to such holder, then owner or prospective purchaser to satisfy the Issuer may conditions set forth in its sole discretion, having given notice Rule 144A(d)(4) under the Securities Act. (c) The second and third sentences of not more than 30 days nor less than 15 days prior to the date of redemption to the Trustee and, in accordance with Section 1.5 5.10(c)(i) of the Base Indenture are hereby amended and restated to read in their entirety as follows: At the election of such Securitization Entity or the Manager on its behalf, the Securitization Entities may reinvest such Asset Disposition Proceeds in Eligible Assets within the Asset Disposition Reinvestment Period (which notice as defined below) and/or may utilize such Asset Disposition Proceeds to pay, or to allocate funds to the Collection Account to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made the Asset Disposition Reinvestment Period prior to the receipt of such Asset Disposition Proceeds; provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be irrevocable withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and shall specify approved by, the date Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set for redemption), redeem at any time all (but not some only) of the 2029 Notes at their Early Redemption Amount together, if applicable, with interest accrued forth in such Quarterly Fiscal Period budget will be subject to (but excludingi) the date fixed for redemption. Upon delivery by the expiry of such notice the Issuer shall be bound to redeem the 2029 Notes accordingly. Prior Manager to the publication of any notice of early redemption pursuant to the provisions set forth aboveControl Party, the Issuer shall deliver to the Trustee a certificate signed by any two authorized signatories of the Issuer confirming that the relevant requirement or circumstance giving rise to the right to redeem have been satisfied. The Trustee shall be entitled, without liability to any person, to accept such certificate without any further inquiry as sufficient evidence of the satisfaction of the relevant conditions precedent, in which event it shall be conclusive and binding on the Trustee and the Holders Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the 2029 NotesControl Party (in consultation with the Back-Up Manager). A “Tax Event” will be deemed to To the extent such Asset Disposition Proceeds have occurred not been so invested in respect Eligible Assets within one (1) calendar year of the 2029 Notes ifdate of receipt of such Asset Disposition Proceeds (or, as if any Securitization Entity or the Manager on its behalf shall have entered into a result binding commitment to reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year of a Tax Law Change: the date of receipt of such Asset Disposition Proceeds, within eighteen (18) months of the date of receipt of such Asset Disposition Proceeds) (each such period, an “Asset Disposition Reinvestment Period”), the Issuer (or the Manager on its behalf) shall withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds and promptly deposit such amount to the Collection Account to be applied in accordance with priority (i) in making any payments of the Priority of Payments on the 2029 Notes, Weekly Allocation Date immediately following the Issuer has paid or will or would on deposit of such Asset Disposition Proceeds to the next payment date be required to pay additional amounts as described Collection Account. (d) Section 9.8 5.10(e) of the Base Indenture; (ii) any payment Indenture is hereby amended and restated to read in respect of the 2029 Notes would be a “distribution” or would otherwise not be deductible (in whole, or to a material extent) for United Kingdom tax purposes (or the deduction would be materially deferred); or (iii) on the next payment due in respect of the 2029 Notes, the Issuer would be required to account to any taxing authority in the United Kingdom for any amount (other than any tax withheld or deducted from interest payable on the 2029 Notes) calculated by reference to any amount payable in respect of the 2029 Notes.its entirety as follows:

Amendments to the Base Indenture. The following amendments Section 201. Right of Redemption Pursuant to Section 901(5) of the Base Indenture shall apply only to the 2029 Notes: (a) The final paragraph to Indenture, Section 3.11 (Payment of Principal, Premium and Interest1201(c) of the Base Indenture shall be replaced with is hereby amended for each Security created after the followingdate hereof by deleting the paragraph in its entirety and substituting the following therefor: Payments will be subject in all cases to If, as a result of any amendment to, or change in, the laws (i) any fiscal or other laws and regulations applicable thereto in the place of payment or to which the Issuer or any paying agent rules or regulation thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation or application of such laws, rules or regulations, which amendment or change of such laws, rules or regulations becomes effective on or after the Issuer is subject, but without prejudice to the provisions set out in Section 9.8 date of the Base this Indenture, and (ii) any withholding or deduction required pursuant the Company would be obligated to an agreement described in Section 1471(b) of pay on the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto. (b) Section 10.9 (Redemption for Tax Reasons) shall be replaced with the following: Unless otherwise provided pursuant to Section 3.1 of the Base Indenture, if the Issuer at any time determines that immediately prior to the giving of the notice required by Section 10.2 of the Base Indenture that a Tax Event has occurred next succeeding Interest Payment Date Additional Amounts in respect of interest payments on the 2029 Notes and, in any such case, the Issuer cannot avoid the same by taking reasonable measures available to it, then the Issuer may in its sole discretion, having given notice of not more than 30 days nor less than 15 days prior to the date of redemption to the Trustee and, in accordance with Section 1.5 of the Base Indenture (which notice shall be irrevocable and shall specify the date set for redemption), redeem at any time all (but not some only) of the 2029 Notes at their Early Redemption Amount together, if applicable, with interest accrued to (but excluding) the date fixed for redemption. Upon the expiry of such notice the Issuer shall be bound to redeem the 2029 Notes accordingly. Prior to the publication Securities of any notice of early redemption series pursuant to the provisions set forth aboveterms and conditions thereof in excess of those attributable to the Mexican withholding tax on the basis of a statutory rate of 4.9% imposed on interest payments with respect to such series of Securities, and if such obligation cannot be avoided by the Company after taking measures the Company considers reasonable to avoid it, then, at the Company’s option, the Issuer shall deliver Securities of such series may be redeemed in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Trustee a certificate signed by any two authorized signatories of the Issuer confirming that the relevant requirement or circumstance giving rise to the right to redeem have been satisfied. The Trustee shall be entitled, without liability to any person, to accept such certificate without any further inquiry as sufficient evidence of the satisfaction of the relevant conditions precedent, in which event it shall be conclusive and binding on the Trustee and the Holders of the 2029 Notes. A “Tax Event” will be deemed such Securities, at a Redemption Price equal to have occurred in respect 100% of the 2029 Notes ifprincipal amount thereof and any premium applicable thereto, as a result together with accrued interest up to but not including the Redemption Date and any Additional Amounts which would otherwise be payable; provided, however, that (1) no notice of a Tax Law Change: (i) in making any payments such redemption may be given earlier than 90 days prior to the earliest date on which the 2029 Notes, the Issuer has paid or will or Company would on the next payment date but for such redemption be required obligated to pay additional amounts as described Section 9.8 of such Additional Amounts were a payment on such Securities then due, and (2) at the Base Indenture; (ii) any payment time such notice is given, such obligation to pay such Additional Amounts remains in respect of the 2029 Notes would be a “distribution” or would otherwise not be deductible (in whole, or to a material extent) for United Kingdom tax purposes (or the deduction would be materially deferred); or (iii) on the next payment due in respect of the 2029 Notes, the Issuer would be required to account to any taxing authority in the United Kingdom for any amount (other than any tax withheld or deducted from interest payable on the 2029 Notes) calculated by reference to any amount payable in respect of the 2029 Noteseffect.