Common use of Cross-Series Modifications with Two-Tier Voting Clause in Contracts

Cross-Series Modifications with Two-Tier Voting. Any Cross-Series Modification constituting or including a Reserve Matter Modification to the terms and conditions of the Securities of two or more series may be made, and future compliance therewith may be waived, with the written consent of the Issuer and: (i) the affirmative vote or consent of holders of more than 66 2⁄3% of the aggregate principal amount of the outstanding Securities of all the series affected by that proposed Modification (taken in the aggregate), and (ii) the affirmative vote or consent of holders of more than 50% of the aggregate principal amount of the outstanding Securities of each series affected by that proposed Modification (taken individually). It is understood that a Cross-Series Modification constituting or including a Reserve Matter Modification to the terms and conditions of the affected Securities that is not Uniformly Applicable must be effected pursuant to this subsection (h); such a Cross-Series Modification that is Uniformly Applicable may be effected pursuant to subsection (g) or (h), at the Issuer’s option. For so long as any series of Existing Securities (as defined below) are outstanding, if the Issuer certifies to the Fiscal Agent and to the fiscal agent under the applicable Existing Fiscal Agency Agreement (for the benefit of the holders of the affected Existing Securities) that a Cross Series Modification is being sought simultaneously with an Existing Fiscal Agency Agreement Reserve Matter Modification (as defined below), the Existing Securities affected by such Existing Fiscal Agency Agreement Reserve Matter Modification shall be treated as “series affected by that proposed Modification” as that phrase is used in subsection (g) and subsection (h) (a)(i) and (ii); provided that if the Issuer seeks a Cross-Series Modification with Single Aggregated Voting, in determining whether such Modification will be considered Uniformly Applicable, the holders of any series of Existing Securities affected by the Existing Fiscal Agency Agreement Reserve Matter Modification shall be deemed “holders of Securities of all Series affected by that Modification,” for the purpose of the Uniformly Applicable definition. It is the intention of this clause that in respect of any Cross-Series Modification, the votes of the holders of the affected Existing Securities be counted for purposes of the voting thresholds specified in this Section 19 for the applicable Cross Series Modification as though those Existing Securities had been affected by that Cross Series Modification, although it is acknowledged and agreed that the effectiveness of any Modification, as it relates to the affected Existing Securities, shall be governed exclusively by the terms and conditions of those Existing Securities and by the applicable Existing Fiscal Agency Agreement; provided, however, that no such Modification as to the Securities will be effective unless such Modification shall have also been adopted or deemed adopted by the holders of the affected Existing Securities pursuant to the amendment and modification provisions of such Existing Securities. For the purpose of this Section 19:

Cross-Series Modifications with Two-Tier Voting. (a) Any Cross-Series Modification constituting or including a Reserve Matter Modification to the terms and conditions of the Securities of two or more series with Two-Tier Voting may be made, and future compliance therewith may be waived, with the written consent of the Issuer Republic and: (i) i. the affirmative vote or consent of holders Holders of more than 66 2⁄3% of the aggregate principal amount of the outstanding Outstanding Debt Securities of all the series Series affected by that proposed Modification (taken in the aggregate), and (ii) . the affirmative vote or consent of holders Holders of more than 50% of the aggregate principal amount of the outstanding Outstanding Debt Securities of each series Series affected by that proposed Modification (taken individually). . (b) It is understood that a Cross-Series Modification constituting or including a Reserve Matter Modification that is not Uniformly Applicable to the terms and conditions of the affected Debt Securities that is not Uniformly Applicable must be effected pursuant to this subsection (h)Section 11.6; such a Cross-Series Modification that is Uniformly Applicable may be effected pursuant to subsection (g) Section 11.5 or (h)this Section 11.6, at the IssuerRepublic’s option. . (c) For so long as any series of Existing Debt Securities (as defined below) are outstanding, if the Issuer Republic certifies to the Fiscal Agent Trustee and to the fiscal agent trustee under the applicable Existing Fiscal Agency Agreement Indenture (for the benefit of the holders of the affected Existing Debt Securities) that a Cross Series Modification is being sought simultaneously with an Existing Fiscal Agency Agreement Indenture Reserve Matter Modification (as defined below), the Existing Debt Securities affected by such Existing Fiscal Agency Agreement Indenture Reserve Matter Modification shall be treated as “series Series affected by that proposed Modification” as that phrase is used in subsection (g) Section 11.5 and subsection (h) (a)(iSection 11.6(a)(i) and (ii); provided that if the Issuer Republic seeks a Cross-Series Modification with Single Aggregated Voting, in determining whether such Modification will be considered Uniformly Applicable, the holders of any series of Existing Debt Securities affected by the Existing Fiscal Agency Agreement Indenture Reserve Matter Modification shall be deemed “holders Holders of Debt Securities of all Series affected by that Modification,” for the purpose of the Uniformly Applicable definition. It is the intention of this clause that in respect of any Cross-Series Modification, the votes of the holders of the affected Existing Debt Securities be counted for purposes of the voting thresholds specified in this Section 19 Article Eleven for the applicable Cross Series Modification as though those Existing Debt Securities had been affected by that Cross Series Modification, although it is acknowledged and agreed that the effectiveness of any Modification, as it relates to the affected Existing Debt Securities, shall be governed exclusively by the terms and conditions of those Existing Debt Securities and by the applicable Existing Fiscal Agency AgreementIndenture; provided, however, that no such Modification as to the Debt Securities will be effective unless such Modification shall have also been adopted or deemed adopted by the holders of the affected Existing Debt Securities pursuant to the amendment and modification provisions of such Existing Debt Securities. For the purpose of this Section 19:11.6(c):

Cross-Series Modifications with Two-Tier Voting. (a) Any Cross-Series Modification constituting or including a Reserve Matter Modification to the terms and conditions of the Securities of two or more series with Two-Tier Voting may be made, and future compliance therewith may be waived, with the written consent of the Issuer Province and: (i) i. the affirmative vote or consent of holders Holders of more than 66 2⁄3% 66⅔% of the aggregate principal amount of the outstanding Outstanding Debt Securities of all the series Series affected by that proposed Modification (taken in the aggregate), and (ii) . the affirmative vote or consent of holders Holders of more than 50% of the aggregate principal amount of the outstanding Outstanding Debt Securities of each series Series affected by that proposed Modification (taken individually). . (b) It is understood that a Cross-Series Modification constituting or including a Reserve Matter Modification that is not Uniformly Applicable to the terms and conditions of the affected Debt Securities that is not Uniformly Applicable must be effected pursuant to this subsection (h)Section 11.6; such a Cross-Series Modification that is Uniformly Applicable may be effected pursuant to subsection (g) Section 11.5 or (h)Section 11.6, at the IssuerProvince’s option. . (c) For so long as any series of Existing 2006 Debt Securities (as defined below) are outstanding, if the Issuer Province certifies to the Fiscal Agent Trustee and to the fiscal agent trustee under the applicable Existing Fiscal Agency Agreement 2006 Indenture (for the benefit of the holders of the affected Existing 2006 Debt Securities) that a Cross Series Modification is being sought simultaneously with an Existing Fiscal Agency Agreement a 2006 Indenture Reserve Matter Modification (as defined below), the Existing 2006 Debt Securities affected by such Existing Fiscal Agency Agreement 2006 Indenture Reserve Matter Modification shall be treated as “series Series affected by that proposed Modification” as that phrase is used in subsection (g) Section 11.5 and subsection (h) (a)(iSection 11.6(a)(i) and (ii); provided provided, that if the Issuer Province seeks a Cross-Series Modification with Single Aggregated Voting, in determining whether such Modification will be considered Uniformly Applicable, the holders of any series of Existing 2006 Debt Securities affected by the Existing Fiscal Agency Agreement 2006 Indenture Reserve Matter Modification shall be deemed “holders Holders of Debt Securities of all Series affected by that Modification,” for the purpose of the Uniformly Applicable definition. It is the intention of this clause that in respect of any Cross-Series Modificationsuch circumstances, the votes of the holders of the affected Existing 2006 Debt Securities be counted for purposes of the voting thresholds specified in this Section 19 Article Eleven for the applicable Cross Series Modification as though those Existing 2006 Debt Securities had been affected by that Cross Series Modification, Modification although it is acknowledged and agreed that the effectiveness of any Modification, as it relates to the affected Existing 2006 Debt Securities, shall be governed exclusively by the terms and conditions of those Existing 2006 Debt Securities and by the applicable Existing Fiscal Agency Agreement2006 Indenture; provided, however, that no such Modification as to the Debt Securities will be effective unless such Modification shall have also been adopted or deemed adopted by the holders of the affected Existing 2006 Debt Securities pursuant to the amendment and modification provisions of such Existing 2006 Debt Securities. For the purpose of this Section 19:11.6(c):

Cross-Series Modifications with Two-Tier Voting. (a) Any Cross-Series Modification constituting or including a Reserve Matter Modification to the terms and conditions of the Securities of two or more series with Two-Tier Voting may be made, and future compliance therewith may be waived, with the written consent of the Issuer Republic and: (i) i. the affirmative vote or consent of holders Holders of more than 66 2⁄3% of the aggregate principal amount of the outstanding Outstanding Debt Securities of all the series Series affected by that proposed Modification (taken in the aggregate), and (ii) . the affirmative vote or consent of holders Holders of more than 50% of the aggregate principal amount of the outstanding Outstanding Debt Securities of each series Series affected by that proposed Modification (taken individually). It is understood that a Cross-Series Modification constituting or including a Reserve Matter Modification to the terms and conditions of the affected Securities that is not Uniformly Applicable must be effected pursuant to this subsection . (h); such a Cross-Series Modification that is Uniformly Applicable may be effected pursuant to subsection (gb) or (h), at the Issuer’s option. For so long as any series of Existing FAA Debt Securities (as defined below) are is outstanding, if the Issuer Republic certifies to the Fiscal Agent Trustee and to the fiscal agent under the applicable Existing Fiscal Agency Agreement FAA (for the benefit of the holders of the affected Existing FAA Debt Securities) that a Cross Series Modification is being sought simultaneously with an Existing Fiscal Agency Agreement FAA Reserve Matter Modification (as defined below), the Existing FAA Debt Securities affected by such Existing Fiscal Agency Agreement FAA Reserve Matter Modification shall be treated as “series Series affected by that proposed Modification” as that phrase is used in subsection (g) Section 11.5 and subsection (h) (a)(iSection 11.6(a)(i) and (ii); provided provided, however, that if the Issuer Republic seeks a Cross-Series Modification with Single Aggregated Voting, in determining whether such Modification will be considered Uniformly Applicable, the holders of any series of Existing FAA Debt Securities affected by the Existing Fiscal Agency Agreement FAA Reserve Matter Modification shall be deemed “holders have been invited to exchange, convert or substitute such FAA Debt Securities for (x) the same new instruments or other consideration as the Holders of Debt Securities of all each affected series of Debt Securities for which consent to the Cross Series Modification is sought or (y) new instruments or other consideration from an identical menu of instruments or other consideration as the Holders of Debt Securities of each affected by that Modification,” series of Debt Securities for which consent to the purpose of the Uniformly Applicable definitionCross Series Modification is sought. It is the intention of this clause that in respect of any Cross-Series Modificationsuch circumstances, the votes of the holders of the affected Existing FAA Debt Securities be counted for purposes of the voting thresholds specified in this Section 19 Article Eleven for the applicable Cross Series Modification as though those Existing FAA Debt Securities had been affected by that Cross Series Modification, Modification although it is acknowledged and agreed that the effectiveness of any Modification, as it relates to the affected Existing FAA Debt Securities, shall be governed exclusively by the terms and conditions of those Existing FAA Debt Securities and by the applicable Existing Fiscal Agency AgreementFAA and shall not be binding upon holders of the FAA Debt Securities unless such FAA Reserve Matter Modification would otherwise have been effective under the FAA; provided, however, that no such Cross Series Modification as to the Securities will shall be effective unless such Modification shall have also been adopted or deemed adopted by effective with respect to the holders of the affected Existing FAA Debt Securities pursuant to under the amendment and modification provisions of such Existing SecuritiesFAA. For the purpose of this Section 19:11.6(b):

Cross-Series Modifications with Two-Tier Voting. (a) Any Cross-Series Modification constituting or including a Reserve Matter Modification to the terms and conditions of the Securities of two or more series with Two-Tier Voting may be made, and future compliance therewith may be waived, with the written consent of the Issuer Province and: (i) the affirmative vote or consent of holders Holders of more than 66 2⁄3% 66⅔% of the aggregate principal amount of the outstanding Outstanding Debt Securities of all the series Series affected by that proposed Modification (taken in the aggregate), and (ii) the affirmative vote or consent of holders Holders of more than 50% of the aggregate principal amount of the outstanding Outstanding Debt Securities of each series Series affected by that proposed Modification (taken individually). . (b) It is understood that a Cross-Series Modification constituting or including a Reserve Matter Modification that is not Uniformly Applicable to the terms and conditions of the affected Debt Securities that is not Uniformly Applicable must be effected pursuant to this subsection (h)Section 12.6; such a Cross-Series Modification that is Uniformly Applicable may be effected pursuant to subsection (g) Section 12.5 or (h)Section 12.6, at the IssuerProvince’s option. . (c) For so long as any series of Existing Securities the Province’s 12.375% Senior Notes due 2017 issued under the 2010 Indenture (as defined belowthe “12.375% Senior Notes due 2017”) are outstanding, if the Issuer Province certifies to the Fiscal Agent Trustee and to the fiscal agent trustee under the applicable Existing Fiscal Agency Agreement 2010 Indenture (for the benefit of the holders of the affected Existing Securities12.375% Senior Notes due 2017) that a Cross Series Modification is being sought simultaneously with an Existing Fiscal Agency Agreement a 2010 Indenture Reserve Matter Modification (as defined below), the Existing Securities 12.375% Senior Notes due 2017 affected by such Existing Fiscal Agency Agreement 2010 Indenture Reserve Matter Modification shall be treated as “series Series affected by that proposed Modification” as that phrase is used in subsection (g) Section 12.5 and subsection (h) (a)(iSection 12.6(a)(i) and (ii); provided provided, that if the Issuer Province seeks a Cross-Cross- Series Modification with Single Aggregated Voting, in determining whether such Modification will be considered Uniformly Applicable, the holders of any series of Existing Securities 12.375% Senior Notes due 2017 affected by the Existing Fiscal Agency Agreement 2010 Indenture Reserve Matter Modification shall be deemed “holders Holders of Debt Securities of all Series affected by that Modification,” for the purpose of the Uniformly Applicable definition. It is the intention of this clause that in respect of any Cross-Series Modification, the votes of the holders of the affected Existing Securities 12.375% Senior Notes due 2017 be counted for purposes of the voting thresholds specified in this Section 19 Article Twelve for the applicable Cross Series Modification as though those Existing Securities 12.375% Senior Notes due 2017 had been affected by that Cross Series Modification, Modification although it is acknowledged and agreed that the effectiveness of any Modification, as it relates to the affected Existing Securities12.375% Senior Notes due 2017, shall be governed exclusively by the terms and conditions of those Existing Securities 12.375% Senior Notes due 2017 and by the applicable Existing Fiscal Agency Agreement2010 Indenture; provided, however, that no such Modification as to the Debt Securities will be effective unless such Modification shall have also been adopted or deemed adopted by the holders of the affected Existing Securities 12.375% Senior Notes due 2017 pursuant to the amendment and modification provisions of such Existing Securities12.375% Senior Notes due 2017. For the purpose of this Section 19:12.6(c):

Cross-Series Modifications with Two-Tier Voting. Any Cross-Series Modification constituting or including a Reserve Matter Modification to the terms and conditions of the Securities of two or more series with Two-Tier Voting may be made, and future compliance therewith may be waived, with the written consent of the Issuer Hungary and: (i) the affirmative vote or consent of holders of more than 66 2⁄3% 66⅔% of the aggregate principal amount of the outstanding Aggregated Collective Action Securities of all the series of Aggregated Collective Action Securities affected by that proposed Modification (taken in the aggregate), and (ii) the affirmative vote or consent of holders of more than 50% % of the aggregate principal amount of the outstanding Aggregated Collective Action Securities of each series affected by that proposed Modification (taken individually). It is understood that a Cross-Series Modification constituting or including a Reserve Reserved Matter Modification to the terms and conditions of the affected Aggregated Collective Action Securities that is not Uniformly Applicable must be effected pursuant to this subsection (hf); such a Cross-Cross Series Modification that is Uniformly Applicable may be effected pursuant to subsection (ge) or (hf), at the IssuerHungary’s option. For Additionally, for so long as any series of Debt Securities issued under the Fiscal Agency Agreement that is not an Aggregated Collective Action Securities are outstanding (“Pre-Existing Securities (as defined below) are outstandingSecurities”), if the Issuer Hungary certifies to the Fiscal Agent and to the fiscal agent under the applicable Existing Fiscal Agency Agreement (for the benefit of the holders of the affected Pre-Existing Securities) that a Cross Series Modification is being sought simultaneously with an a Pre-Existing Fiscal Agency Agreement Security Reserve Matter Modification (as defined below), the Pre-Existing Securities affected by such Pre-Existing Fiscal Agency Agreement Security Reserve Matter Modification shall be treated as “series affected by that proposed Modification” as that phrase is used in subsection (g) and subsection (h) (a)(i) and (iiCondition 5(f); provided provided, that if the Issuer Hungary seeks a Cross-Series Modification with Single Aggregated Voting, in determining whether such Modification will be considered Uniformly Applicable, the holders of any series of Pre-Existing Securities affected by the Pre-Existing Fiscal Agency Agreement Securities Reserve Matter Modification shall be deemed “holders of all series of Aggregated Collective Action Securities of all Series affected by that Modification,” for the purpose of the Uniformly Applicable definition. It is the intention of this clause that in respect of any Cross-Series Modificationsuch circumstances, the votes of the holders of the affected Pre-Existing Securities be counted for purposes of the voting thresholds specified in this Section 19 for Condition 5 or the applicable Cross Series Modification as though those Pre-Existing Securities had been affected by that Cross Series Modification, Modification although it is acknowledged and agreed that the effectiveness of any Modification, as it relates to the affected Pre-Existing Securities, shall be governed exclusively by the terms and conditions of those Pre-Existing Securities and by the applicable Existing Fiscal Agency Agreement; provided, however, that no such Modification as to the series Aggregated Collective Action Securities seeking such Modification, will be effective unless such Modification shall have also been adopted or deemed adopted by the holders of the affected Pre-Existing Securities pursuant to the amendment and modification provisions of such Pre-Existing Securities. For the purpose of this Section 19:.