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 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 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 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 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 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 (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 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 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 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 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 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 Majority Holders, and certain existing Defaults or Events of not less than a majority in aggregate principal amount Default may be waived with the consent of the securities Majority Holders. In accordance with the terms of each series at the time Outstanding affected by such supplemental indenture Indenture, the Company and the Guarantors may amend or indentures supplement this Indenture, the Guarantees, the Security Documents or the Securities without notice to enter into supplemental indentures or the consent of any Holder: (i) to comply with SECTIONS 4.04 and 9.08 of the Indenture; (ii) to make any changes or modifications to the Indenture necessary in connection with the registration of the public offer and sale of the Securities under the Securities Act pursuant to the Registration Rights Agreement or the qualification of the Indenture under the TIA; (iii) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture; (iv) to add guarantees with respect to, or to secure the obligations of the Company or the Guarantors, as the case may be, in respect of, the Securities; (v) to add to the covenants of the Company and the Guarantors described in the Indenture for the purpose benefit of addingHolders or to surrender any right or power conferred upon the Company or the Guarantors; (vi) to make provisions with respect to adjustments to the Conversion Price and/or Conversion Rate and/or Interest Conversion Rate with respect to the Securities as required and in accordance with the Indenture; and (vii) to make any changes of a formal, changing minor or eliminating any technical nature or necessary to correct a manifest error or to comply with mandatory provisions of the Base Indenture or any supplemental indenture or applicable law as evidenced by an Opinion of modifying in any manner Counsel as long as such change does not covered elsewhere in the Base Indenture adversely affect the rights of the holders of Holders in any material respect. In addition, the securities of such series; providedCompany, howeverthe Guarantors, that no such the Trustee and the Securities Agent may enter into a supplemental indenture, indenture without the consent of the holders of each Security then Outstanding and affected therebyHolders to cure any ambiguity, shall: (i) extend a fixed maturity of defect, omission 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 inconsistency in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (Indenture in a manner that does not, individually or in the case aggregate with all other modifications made or redemption, on or after to be made to 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 adversely affect 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 rights of any Security issued Holder 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 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. 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 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. 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 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 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 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 may amend or supplement this Indenture or the Securities without notice to or the consent of any Securityholder: (i) to comply with SECTIONS 5.01 and 10.11 of the securities Indenture; (ii) to make any changes or modifications to the Indenture necessary in connection with the registration of such series, to waive any past Default the public offer and sale of the Securities under the Base Indenture, and its consequences, except a Default in Securities Act pursuant to the payment Registration Rights Agreement or the qualification of the principal of, premium, if any, or interest on any security Indenture under the TIA; (iii) to evidence and provide the acceptance of such series or the appointment of a Default successor Trustee under the Indenture; (iv) to secure the obligations of the Company in respect of a covenant or provision the Securities; (v) to add to the covenants of the Base Company described in the Indenture that canfor 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 conform, as necessary, the Indenture and the form or terms of the Notes to the "Description of the Notes" set forth in the final offering memorandum; and (viii) to make any changes of a formal minor or technical nature or necessary to correct a manifest error or comply with mandatory provisions of applicable law as evidence by an Opinion of Counsel as long as such change does not be modified or amended adversely affect the rights of the Holders of the Securities in any material respect. In addition, the Company, the Trustee and the Securities Agent 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 Holder 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 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. SECTION 8.1. WITHOUT CONSENT OF HOLDERS. The Base Indenture contains provisions permitting the Company, Guarantor Issuers and/or one or more Guarantors and the TrusteeTrustee may modify, waive, amend or supplement this Indenture, the Senior Notes, the Guarantees or the Collateral Documents without notice to or consent of any Noteholder: (1) to comply with Section 5.1 hereof; (2) to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes; (3) to comply with any requirements of the SEC under the TIA; (4) to cure any ambiguity, defect or inconsistency, or to make any other change that does not adversely affect the rights of any Noteholder; (5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Senior Notes; (6) to enter into additional or supplemental Collateral Documents consistent with the consent of terms hereof; (7) to adjust the holders of not less than a majority in aggregate principal amount of Senior Notes permitted to be issued pursuant to this Indenture so that 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 Senior Notes permitted to be issued pursuant to this Indenture are as provided in the Outstanding securities Plan of each series affected thereby, on behalf Reorganization; (8) to reflect the terms of all any agreements with creditors of the holders Issuers and their respective Subsidiaries entered into pursuant to the Plan of Reorganization or otherwise approved by the Bankruptcy Court in the Cases, or to otherwise comply with the terms of the securities Plan of such series, Reorganization; (9) to waive any past Default under add to the Base Indenture, and its consequences, except a Default in the payment covenants of the principal of, premiumIssuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuers; (10) to make any change that would provide any additional rights or benefits to the Holders of the Senior Notes (including providing for Guarantees of the Senior Notes and any supplemental indenture required pursuant to Section 4.13 hereof) or that does not adversely affect the legal rights under this Indenture of any such Holder; or (11) to add any additional Events of Default. The Trustee is hereby authorized to join with the Issuers and the Guarantors, if any, in the execution of any modification, waiver, amendment or interest on supplement to this Indenture, the Senior Notes, the Guarantees or the Collateral Documents authorized or permitted by the terms of this Indenture and to make any security of such series or a Default in respect of a covenant or provision of further appropriate agreements and stipulations which may be therein contained, but the Base Indenture that canTrustee shall not be modified obligated to enter into any such modification, waiver, amendment or amended without supplement to this Indenture, the consent of Senior Notes, the holder of each Outstanding security of such affected series. Any such consent Guarantees or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of Collateral Documents which adversely affects its own rights, duties or immunities under 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 SecurityIndenture.

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. SECTION 8.1. WITHOUT CONSENT OF HOLDERS. The Base Indenture contains provisions permitting the Company, Guarantor Issuers and/or one or more Guarantors and the TrusteeTrustee may modify, waive, amend or supplement this Indenture, the Senior Notes, the Guarantees or the Collateral Documents without notice to or consent of any Noteholder: (1) to comply with Section 5.1 hereof; (2) to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes; (3) to comply with any requirements of the SEC under the TIA; (4) to cure any ambiguity, defect or inconsistency, or to make any other change that does not adversely affect the rights of any Noteholder; (5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Senior Notes; (6) to enter into additional or supplemental Collateral Documents consistent with the consent of terms hereof; (7) to adjust the holders of not less than a majority in aggregate principal amount of Senior Notes permitted to be issued pursuant to this Indenture so that 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 Senior Notes permitted to be issued pursuant to this Indenture are as provided in the Outstanding securities Plan of each series affected thereby, on behalf Reorganization; (8) to reflect the terms of all any agreements with creditors of the holders Issuers and their respective Subsidiaries entered into pursuant to the Plan of Reorganization or otherwise approved by the Bankruptcy Court in the Cases, or to otherwise comply with the terms of the securities Plan of such series, Reorganization; (9) to waive any past Default under add to the Base Indenture, and its consequences, except a Default in the payment covenants of the principal of, premiumIssuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuers; (10) to make any change that would provide any additional rights or benefits to the Holders of the Senior Notes (including providing for Guarantees of the Senior Notes and any supplemental indenture required pursuant to Section 4.24 hereof) or that does not adversely affect the legal rights under this Indenture of any such Holder; or (11) to add any additional Events of Default. The Trustee is hereby authorized to join with the Issuers and the Guarantors, if any, in the execution of any modification, waiver, amendment or interest on supplement to this Indenture, the Senior Notes, the Guarantees or the Collateral Documents authorized or permitted by the terms of this Indenture and to make any security of such series or a Default in respect of a covenant or provision of further appropriate agreements and stipulations which may be therein contained, but the Base Indenture that canTrustee shall not be modified obligated to enter into any such modification, waiver, amendment or amended without supplement to this Indenture, the consent of Senior Notes, the holder of each Outstanding security of such affected series. Any such consent Guarantees or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners of Collateral Documents which adversely affects its own rights, duties or immunities under 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 SecurityIndenture.

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 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, 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 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 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 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 securities Trustee, may amend or supplement this Indenture or the Securities without notice to or the consent of such seriesany Securityholder: (i) to comply with Sections 5.01 and 10.13 of the Indenture and, in accordance with Section 10.16(F) of the Indenture, to waive give effect to an election, pursuant to such Section 10.16(F), by the Company to make an Acquirer Stock Conversion Right Adjustment with respect to a Public Acquirer Fundamental Change; (ii) to make any past changes or modifications to the Indenture necessary in connection with the registration of the Securities under the Securities Act pursuant to the Registration Rights Agreement or the qualification of the Indenture under the TIA; (iii) to secure the obligations of the Company in respect of the Securities; (iv) to add to the covenants of the Company described in the Indenture for the benefit of Securityholders or to surrender any right or power conferred upon the Company; (v) 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; (vi) to add additional events which shall constitute an Event of Default under the Base Indenture; and (vii) to provide for a successor Trustee in accordance with the Indenture. In addition, the Company and its consequences, except the Trustee may enter into 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 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 be conclusive and binding upon such holder and upon all future holders and owners of this Security and Indenture in a manner that does not individually or in the aggregate adversely affect the rights of any Security issued Holder 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 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 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 Subject to certain exceptions, the Indenture contains provisions permitting or the Company, Guarantor Securities may be amended or supplemented and the Trustee, certain existing Defaults or Events of Default may be waived with the consent of the holders Holders of not less than a majority in aggregate principal amount of the securities Securities then outstanding. In accordance with the terms of each series the Indenture, the Company, with the consent of the Trustee, may amend or supplement this Indenture or the Securities without notice to or the consent of any Securityholder: (i) to comply with Sections 5.01 and 10.12 of the Indenture and, in accordance with Section 10.15(f) of the Indenture, to give effect to an election, pursuant to such Section 10.15(f), by the Company to make an Acquirer Stock Conversion Right Adjustment with respect to a Public Acquirer Fundamental Change;(ii) to make any changes or modifications to the Indenture necessary in connection with the registration of the public offer and sale of the Securities under the Securities Act or the qualification of the Indenture under the TIA; (iii) to secure the obligations of the Company in respect of the Securities; (iv) to add to the covenants of the Company described in the Indenture for the benefit of Securityholders or to surrender any right or power conferred upon the Company; (v) to make provision with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the Conversion Rate in accordance with the Indenture; (vi) to add additional events that shall constitute an Event of Default under the Indenture; (vii) to provide for a successor Trustee in accordance with the Indenture; and (viii) if, at any time, the time Outstanding affected by Securities are in the form of Physical Securities, to provide for such Securities to be held as Global Securities in addition to or in place of such Physical Securities. In addition, the Company and the Trustee may enter into a 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 Holders of the maturity thereof; Securities to (iix) reduce the rate of cure any ambiguity, defect, omission 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 inconsistency in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (Indenture in a manner that does not individually or in the case or redemption, on or after aggregate adversely affect the redemption date); rights of any Holder in any material respect or (viy) reduce add or modify any other provisions with respect to matters or questions arising under the percentage of Securities, Indenture that the holders of which are required to consent to any such supplemental indenture Company and the Trustee may deem necessary or indentures. The Base Indenture also contains provisions permitting desirable and that shall not adversely affect 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 Holders of the holders of the securities of such series, to waive Securities 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 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 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 may amend or supplement this Indenture or the Securities without notice to or the consent of any Securityholder: (i) to comply with SECTIONS 5.01 and 10.11 of the securities Indenture; (ii) to provide for the issuance of such series, additional Securities pursuant to waive any past Default under exercise by the Base Indenture, and its consequences, except a Default in the payment Initial Purchasers of the principal of, premiumtheir option to cover over-allotments, if any, ; (iii) to make any changes or interest on any security modifications to the Indenture necessary in connection with the registration of such series the public offer and sale of the Securities under the Securities Act pursuant to the Registration Rights Agreement or the qualification of the Indenture under the TIA; (iv) to evidence and provide the acceptance of the appointment of a Default successor Trustee under the Indenture; (v) to secure the obligations of the Company in respect of a covenant or provision the Securities; (vi) to add to the covenants of the Base Company described in the Indenture that canfor the benefit of Securityholders or to surrender any right or power conferred upon the Company; (vii) 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; and (viii) to make any changes of a formal minor or technical nature or necessary to correct a manifest error or comply with mandatory provisions of applicable law as evidence by an Opinion of Counsel as long as such change does not be modified or amended adversely affect the rights of the Holders of the Securities in any material respect. In addition, the Company, the Trustee and the Securities Agent 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 Holder 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 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 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, 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 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 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 Section 8.01. Without the consent of holders. (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture contains provisions permitting or the Notes that does not adversely affect Holders; (B) add guarantees with respect to the Company, Guarantor ’s obligations under this Indenture or the Notes; (C) secure the Notes; (D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company; (E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Share Change Event; (G) irrevocably elect or eliminate a Settlement Method and/or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed elected) with respect to any Note pursuant to Section 5.03(A); (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (J) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect. Section 8.02. With the consent of holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company and the Trustee may, 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 Notes then outstanding, amend or indentures to enter into supplemental indentures for the purpose of adding, changing or eliminating any provisions of the Base supplement this Indenture or the Notes or waive compliance with any supplemental indenture provision of this Indenture or of modifying in any manner not covered elsewhere the Notes. Notwithstanding anything to the contrary in the Base Indenture the rights of the holders of the securities of such series; providedforegoing sentence, however, that no such supplemental indenturebut subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the holders Notes, or waiver of each Security then Outstanding and affected therebyany provision of this Indenture or the Notes, shall: may: (i) reduce the principal, or extend a fixed maturity of or any installment of principal the stated maturity, 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; Note; (ii) reduce the rate of Redemption Price, Optional Repurchase Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for payment the payment, of interest of Special Interest on any Security of any series; (iii) reduce the premium payable upon the redemption of any Security; Note; (iv) make any Security change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in Currency money, or at a Place of Payment, other than that stated in this Indenture or the Security; Note; (vviii) impair make any direct or indirect change to Section 3.05 in any manner that is adverse to the right to institute suit for rights of the enforcement of any payment on or after the fixed maturity thereof Holders; (or in the case or redemption, on or after the redemption date); or (viix) reduce the percentage amount of Securities, the holders of which are required to Notes whose Holders must consent to any such supplemental indenture amendment, supplement, waiver or indentures. The Base other modification; or (x) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture also contains provisions permitting or the holders of not less than a majority in aggregate principal amount of Notes that requires the Outstanding securities consent of each series affected therebyHolder. For the avoidance of doubt, on behalf pursuant to clauses (i), (ii), (iii) and (iv) of all of this Section 8.02(A), no amendment or supplement to this Indenture or 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 anyNotes, or interest waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any security of Note (whether on a Special Interest Payment Date, Redemption Date, Optional Repurchase Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such series consideration is payable or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended deliverable, as applicable, 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 SecurityHolder.

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 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 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 securities Trustee, may amend or supplement this Indenture or the Securities without notice to or the consent of such series, any Securityholder: (i) to waive any past Default under the Base Indenture, and its consequences, except a Default in the payment comply with Section 5.01 or Section 10.12 of the principal of, premium, if any, or interest on any security Indenture; (ii) to secure the obligations of such series or a Default the Company in respect of the Securities; (iii) to evidence and provide for the appointment of a covenant successor Trustee in accordance with Section 7.08 of the Indenture; (iv) to comply with the provisions of any clearing agency, clearing corporation or clearing system, or the requirements of the Trustee or the Registrar, relating to transfers and exchanges of the Securities pursuant to the Indenture; (v) to add to the covenants of the 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 or remove a Subsidiary Guarantor in accordance with Section 4.10 of the Indenture and (viii) to add or modify any other provision of the Base Indenture that canwith respect to matters or questions arising hereunder which the Company may deem necessary or desirable and which does not be modified or amended materially and adversely affect the rights of any Holder. 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 be conclusive and binding upon such holder and upon Indenture in a manner that does not, individually or in the aggregate with all future holders and owners of this Security and other changes, adversely affect the rights of any Security issued Holder 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 Securityrespect.

Amendments, Supplements and Waivers. The Base Subject to certain exceptions, the Indenture contains provisions permitting or the Company, Guarantor Securities may be amended or supplemented and the Trustee, certain existing Defaults or Events of Default may be waived with the consent of the holders Holders of not less than a majority in aggregate principal amount of the securities Securities then outstanding. In accordance with the terms of each series the Indenture, the Company, with the consent of the Trustee, may amend or supplement this Indenture or the Securities without notice to or the consent of any Securityholder: (i) to comply with SECTIONS 5.01 and 10.12 of the Indenture and, in accordance with Section 10.15(f) of the Indenture, to give effect to an election, pursuant to such Section 10.15(f), by the Company to make an Acquirer Stock Conversion Right Adjustment with respect to a Public Acquirer Fundamental Change; (ii) to make any changes or modifications to the Indenture necessary in connection with the registration of the public offer and sale of the Securities under the Securities Act pursuant to the Registration Rights Agreement or the qualification of the Indenture under the TIA; (iii) to secure the obligations of the Company in respect of the Securities; (iv) to add to the covenants of the Company described in the Indenture for the benefit of Securityholders or to surrender any right or power conferred upon the Company; (v) to make provision with respect to adjustments to the Conversion Rate as required by the Indenture or to increase the Conversion Rate in accordance with the Indenture; (vi) to add additional events that shall constitute an Event of Default under the Indenture; (vii) to provide for a successor Trustee in accordance with the Indenture; (viii) if, at any time, the time Outstanding affected Securities are in the form of Physical Securities, to provide for such Securities to be held as Global Securities in addition to or in place of such Physical Securities; and (ix) to provide for the issuance of Additional Securities in connection with the exercise by such the Initial Purchasers of the Option to purchase up to an additional $11,250,000 aggregate principal amount of Securities. In addition, the Company and the Trustee may enter into a 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 Holders of the maturity thereof; Securities to (iix) reduce the rate of cure any ambiguity, defect, omission 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 inconsistency in the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (Indenture in a manner that does not individually or in the case or redemption, on or after aggregate adversely affect the redemption date); rights of any Holder in any material respect or (viy) reduce add or modify any other provisions with respect to matters or questions arising under the percentage of Securities, Indenture that the holders of which are required to consent to any such supplemental indenture Company and the Trustee may deem necessary or indentures. The Base Indenture also contains provisions permitting desirable and that shall not adversely affect 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 Holders of the holders Securities in any material respect; provided that any addition or modification made solely to conform the provisions of the securities Indenture to the "Description of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default notes" 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 canOffering Memorandum will not be modified or amended without deemed to adversely affect 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 interests of any Security issued Holder 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 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 5.01 and 11.11 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 10.02 of the Indenture) as described under Section 11.11 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 (xii) to make any change that does not be modified or amended 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.