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 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 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 SecurityNavistar Financial.

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 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 Subject to certain exceptions, the Supplemental Indenture contains provisions permitting or the Company, Guarantor and the Trustee, Notes may be amended or supplemented with the written consent of the holders Holders of not less than at least a majority in aggregate principal amount of the securities Notes then outstanding, and any existing Default or Event of each series at Default or noncompliance with any provision may be waived with 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 written 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 Notes then outstanding. Without notice to or consent of each series affected therebyany Holder, on behalf the parties thereto may amend or supplement the Supplemental Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger, consolidation or sale of all or substantially all of the holders assets in accordance with Article 5 of the securities of such seriesSupplemental Indenture, to waive release any past Default Guarantor from any of its obligations under its Note Guarantee or the Base Supplemental Indenture (to the extent permitted by the Supplemental Indenture), and its consequences, except a Default in to conform the payment text of the principal of, premium, if any, Supplemental Indenture or interest on the Notes to 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 “Description of the holder notes” section of each Outstanding security the Prospectus Supplement to the extent that such provision was intended to be a verbatim recitation of such affected series. Any such consent a provision of the Supplemental Indenture or waiver by the registered Securityholder shall be conclusive and binding upon such holder and upon all future holders and owners Notes, to provide for the issuance of this Security and Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, to allow any Subsidiary to execute a supplement to the Supplemental Indenture and/or a Note Guarantee, to make any change that does not materially adversely affect the rights of any Security issued Holder or, in exchange for this Security or in place hereof (whether by registration the case of transfer or otherwise)the Supplemental Indenture, irrespective to maintain the qualification of whether or not any notation of such consent or waiver is made upon this Securitythe Supplemental Indenture under the Trust Indenture Act.

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 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 (a) With the Company, Guarantor and the Trustee, with the written consent of the holders of not less than a majority in aggregate principal amount of Directing Parties, the securities of each series at Collateral Trustee and the Grantors may, from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures hereto or to any other Trust Security Document for the purpose of addingadding to, changing or eliminating waiving any provisions of the Base Indenture of, this Agreement or any supplemental indenture other Trust Security Document or of modifying changing in any manner not covered elsewhere the rights of the Collateral Trustee, the Secured Parties or the Grantors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this subsection 6.3 without the written consent of the Primary Holder Representatives for each Class of Primary Secured Obligations then outstanding, (ii) amend the definition of “Directing Parties” or any use of such defined term in this Agreement, in each case without the consent of both Primary Holder Representatives, (iii) reduce the percentages or change the numbers specified in the Base Indenture definition of Majority Class Holders and Majority Secured Parties or amend, modify or waive any provision of subsection 3.4 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, (v) amend, modify or waive any provision of Section 3, 3A, 4 or 5 or otherwise alter the securities duties, rights or obligations of such series; providedthe Collateral Trustee hereunder or under the other Trust Security Documents without the written consent of the Collateral Trustee or (vi) if no Notice of Acceleration is in effect, howeveramend, that no such supplemental indenture, modify or waive any provision of Section 3A without the consent of the holders of each Security then Outstanding and affected thereby, shall: Company (i) extend a fixed maturity of not to be unreasonably withheld 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 delayed). Any such supplemental agreement shall 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 binding 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 redemptionGrantors, on or after the redemption date); or (vi) reduce the percentage of Securitieseach Primary Holder Representative, the holders of which are required to consent to any such supplemental indenture or indenturesSecured Parties and the Collateral Trustee and their respective successors and assigns. 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 No consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder Grantors shall be conclusive required for any amendment, waiver or supplement to this Agreement except for amendments, waivers and binding upon such holder and upon all future holders and owners supplements that would reasonably be expected to adversely impact any 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 Grantors.

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 10.12 of the Indenture and, in accordance with SECTION 10.15(F) of the Indenture, to waive 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 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 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. (a) The Base Indenture contains provisions permitting the Company, Guarantor Trustee and the TrusteeObligors may, with the written consent of the holders of not less than a majority in aggregate principal amount of Required Secured Debt Parties and the securities of each series at Required Surety Parties and, to the extent such party holds Secured Obligations, the Administrative Agent and Liberty, from time Outstanding affected by such supplemental indenture or indentures to time enter into written agreements supplemental indentures hereto or to any Trust Security Document for the purpose of addingadding to, changing or eliminating waiving any provisions of the Base Indenture of, this Trust Agreement or any supplemental indenture Trust Security Document or of modifying changing in any manner not covered elsewhere in the Base Indenture the rights of the holders of Trustee, the securities of such seriesSecured Parties or the Obligors hereunder or thereunder; provided, however, provided that no such supplemental indentureagreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of the holders of each Security then Outstanding and affected therebySurety Parties, shall: (i) extend a fixed maturity of or the Administrative Agent and, if any installment of principal of any Indenture Securities of any series or reduce are outstanding, the principal amount thereofIndenture Trustee, 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) except as provided in the next succeeding sentence, reduce the rate percentages or change the numbers specified in the definition of Required Instructing Parties, Required Secured Debt Parties, or extend Required Surety Parties or amend, modify or waive any provision of Sections 2.10, 3.4, 3.5, 3.6, 4.6 or 6.10 or the time for payment definition of interest First Priority Secured Obligations, Second Priority Secured Obligations, Third Priority Secured Obligations, Surety Bond or Secured Obligations (or the definitions of any Security defined terms used in such definitions) without the written consent of any series; each Secured Party whose rights would be adversely affected thereby or (iii) reduce amend, modify or waive any provision of Section 4 or 5 or alter 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 duties, rights 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 obligations 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 Trustee hereunder or 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 Trust Security Documents without the written consent of the holder Trustee. In addition, if the Administrative Agent shall advise the Trustee in writing that the Required Secured Debt Parties have agreed with the Company that additional indebtedness of the Company shall be secured by all or any portion of the Collateral, and each Surety Party shall have given its written consent thereto, the Trustee shall enter into such supplemental agreements satisfactory to the Trustee with the Obligors as shall be reasonably requested by the Administrative Agent, with the concurrence of each Outstanding security Surety Party, to effect such agreement (which supplemental agreement may be in the form of such affected seriesan amendment and restatement of this Trust Agreement). Any such consent or waiver by the registered Securityholder supplemental agreement shall be conclusive and binding upon such holder the Obligors, the Administrative Agent, the Indenture Trustee, the Surety Parties, the Secured Parties and upon all future holders the Trustee 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 Securitytheir respective successors.

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 Securities then outstanding. In accordance with the terms of each series affected therebythe Indenture, on behalf the Company and the Trustee may amend or supplement the Indenture or the Securities without notice to or the consent of any Securityholder: (i) to evidence the assumption of the Company’s obligations under this Indenture and the Securities by a Successor upon consolidation, arrangement, amalgamation or merger or the sale, transfer, lease, conveyance or other disposition of all or substantially all of the holders Company’s property or assets in accordance with this Indenture; (ii) make adjustments in accordance with this Indenture to the right to convert the Securities upon certain reclassifications or changes in the Common Shares and certain consolidations, arrangements, amalgamations, mergers and binding share exchanges and upon the sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets; (iii) 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 rights of such series, any Holder; (iv) 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 ; (v) to secure the payment obligations of the principal of, premium, if any, or interest on any security of such series or a Default Company in respect of a covenant or provision the Securities; (vi) to add to the covenants of the Base Company for 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; (viii) to add guarantees or additional obligors with respect to the Securities; (ix) to add any additional Events of Default; or (x) to comply with the requirements of the Canadian securities regulatory authority, the SEC, the NASDAQ Global Market, the TSX or any applicable securities depository or stock exchange on which Common Shares may be listed, provided that cannot be modified no such amendment or amended supplement materially and adversely affects 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 Securities to (i) cure any ambiguity, defect, omission or inconsistency in the Indenture in a manner that does not, individually or in the aggregate with all other modifications made or to be made to the Indenture, adversely affect the rights of each Outstanding security any Holder; or (ii) conform the Indenture to the description of such affected series. Any such consent or waiver the Securities contained in the Offering Memorandum of the Company, dated March 14, 2019 and used by the registered Securityholder shall be conclusive Company and binding upon such holder the Initial Purchasers in connection with offers and upon all future holders and owners sales 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 Securities.

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

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) So long as not in violation of any applicable Secured Instrument (as certified by the CompanyCompany or the applicable Grantor(s) in accordance with subection 6.3(d)), Guarantor the Collateral Trustee and the Trustee, Grantors may with the written consent of the holders of not less than a majority Controlling Party or, in aggregate principal amount the case of the securities Junior Priority Security Documents, the Junior Priority Agent (and, if the Controlling Party or, in the case of each series at the Junior Priority Security Documents, the Junior Priority Agent provides written consent to such amendment (on which the Collateral Trustee shall have no liability for relying), the Collateral Trustee shall, subject to subsection 6.3(d)), from time Outstanding affected by such supplemental indenture or indentures to time, enter into (x) written agreements supplemental indentures hereto or to any Trust Security Document for the purpose of addingadding to, changing amending, waiving, or eliminating otherwise modifying any provisions of the Base Indenture this Collateral Trust Agreement or any supplemental indenture Trust Security Document or of modifying changing in any manner not covered elsewhere in the Base Indenture the rights or priorities of the holders of Collateral Trustee, the securities of such seriesSecured Parties or the Grantors hereunder or thereunder or (y) additional Trust Security Documents securing First Priority Secured Obligations or Junior Priority Secured Obligations; provided, however, provided that no such supplemental indentureagreement shall (i) amend, modify or waive any provision of this subsection 6.3 without the written consent of each Holder Representative, (ii) reduce the percentages or change the numbers specified in or otherwise amend the definitions of Majority Class Holders, Majority First Priority Secured Parties, Majority Junior Priority Secured Parties, Controlling Party, First Priority Agent or Junior Priority Agent or amend, modify or waive any provision of subsection 3.4 or the definition of Secured Obligations, First Priority Secured Obligations or Junior Priority Secured Obligations or otherwise change the relative rights or priorities of the Secured Parties under this Collateral Trust Agreement in respect of payments or Collateral without the written consent of the Controlling Party and the Holder Representative of any series of First Priority Secured Obligations whose rights or priorities could reasonably be expected to be adversely affected thereby, (iii) amend, modify or waive any provision of subsection 8.1 without the written consent of the Junior Priority Agent if any Junior Priority Debt Obligations are then outstanding, but only if the relative rights or priorities of the Junior Priority Secured Parties in respect of such Junior Priority Debt Obligations could reasonably be expected to be adversely affected thereby, (iv) amend, modify or waive any provision of this Collateral Trust Agreement in a manner that is materially adverse to the holders of a particular series of First Priority Secured Obligations relative to the holders of other First Priority Secured Obligations 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 Holder Representative of such series or a Default (v) amend, modify or waive any provision of Section 4 or 5 or alter the duties, rights, privileges, protections, indemnities, immunities or obligations of the Collateral Trustee hereunder or under the Trust Security Documents without the written consent of the Collateral Trustee. Any such supplemental agreement shall be binding upon the Grantors, each Holder Representative, the Secured Parties and the Collateral Trustee and their respective successors. In the event that there is an amendment, modification or waiver to the First Priority Security Documents in respect of a covenant accordance with this subsection 6.3, then such amendment, modification or waiver shall apply automatically to any comparable provision of the Base Indenture that cannot be modified or amended comparable Junior Priority Security Documents without the consent of the holder any Junior Priority Secured Parties and without any action by any Holder Representative in respect of each Outstanding security of such affected series. Any such consent Junior Priority Secured Obligations 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 Securityother Grantor.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Company, Guarantor and the Trustee, with the written consent of the holders of not less than a majority in aggregate principal amount of Required Secured Parties, the securities of each series at Collateral Trustee and the Grantors may, from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures hereto or to any Trust Security Document for the purpose of addingadding to, changing or eliminating waiving any provisions of the Base Indenture of, this Collateral Trust Agreement or any supplemental indenture Trust Security Document or of modifying changing in any manner not covered elsewhere in the Base Indenture the rights of the holders of Collateral Trustee, the securities of such seriesSecured Parties or the Grantors hereunder or thereunder; provided, however, provided that no such supplemental indentureagreement shall (i) amend, modify or waive any provision of this subsection 6.3 without the written consent of each Holder Representative, (ii) except as provided in the next succeeding sentence, reduce the percentages or change the numbers specified in the definition of Majority First Priority Secured Parties, Majority Second Priority Secured Parties, Majority Junior Priority Secured Parties and Majority Secured Parties or amend, modify or waive any provision of subsection 3.4 or the definition of Secured Obligations, First Priority Secured Obligations, 2011 Second Priority Secured Obligations, 2012 Second Priority Secured Obligations, Second Priority Additional Debt Obligations, Junior Priority Additional Debt Obligations or otherwise change the relative rights of the Secured Parties under the Collateral Trust Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iii) amend, modify or waive any provision of subsection 8.1 without the written consent of the holders relevant Second Priority Agent if any Second Priority Secured Obligations are then outstanding, but only if the relative rights of each Security then Outstanding and the Second Priority Secured Parties in respect of such Second Priority Secured Obligations would be adversely 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 amend, modify or waive any Security payable provision of subsection 8.2 without the written consent of the relevant Junior Priority Additional Debt Representative if any Junior Priority Additional Debt Obligations are then outstanding, but only if the relative rights of the Junior Priority Secured Parties, as the case may be, in Currency other than that stated in the Security; respect of such Junior Priority Additional Debt Obligations would be adversely affected thereby or (v) impair amend, modify or waive any provision of Section 4 or Section 5 or alter the right to institute suit for the enforcement of any payment on duties, rights 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 obligations 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 Collateral Trustee hereunder or 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 Trust Security Documents without the written consent of the holder of each Outstanding security of such affected seriesCollateral Trustee. Any such consent or waiver by the registered Securityholder supplemental agreement shall be conclusive and binding upon such holder the Grantors, each Holder Representative, the Secured Parties and upon all future holders the Collateral Trustee and owners of this Security their respective successors 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 Securityassigns.

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 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 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.

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

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

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor 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 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 SecurityNavistar Financial.

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Company, Guarantor and the Trustee, with the written consent of the holders of not less than a majority in aggregate principal amount of Directing Parties, the securities of each series at Collateral Trustee and the Grantors may, from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures hereto or to any other Trust Security Document for the purpose of addingadding to, changing or eliminating waiving any provisions of the Base Indenture of, this Agreement or any supplemental indenture other Trust Security Document or of modifying changing in any manner not covered elsewhere the rights of the Collateral Trustee, the Secured Parties or the Grantors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of the Primary Holder Representatives for each Class of Primary Secured Obligations then outstanding, (ii) amend the definition of Directing Parties or any use of such defined term in this Agreement, in each case without the consent of both Primary Holder Representatives, (iii) reduce the percentages or change the numbers specified in the Base Indenture definition of Majority Class Holders and Majority Secured Parties or amend, modify or waive any provision of Section 3.4 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, (v) amend, modify or waive any provision of Section 3, 3A, 4 or 5 or otherwise alter the securities duties, rights or obligations of such series; providedthe Collateral Trustee hereunder or under the other Trust Security Documents without the written consent of the Collateral Trustee or (vi) if no Notice of Acceleration is in effect, howeveramend, that no such supplemental indenture, modify or waive any provision of Section 3A without the consent of the holders of each Security then Outstanding and affected thereby, shall: Company (i) extend a fixed maturity of not to be unreasonably withheld 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 delayed). Any such supplemental agreement shall 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 binding 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 redemptionGrantors, on or after the redemption date); or (vi) reduce the percentage of Securitieseach Primary Holder Representative, the holders of which are required to consent to any such supplemental indenture or indenturesSecured Parties and the Collateral Trustee and their respective successors and assigns. 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 No consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder Grantors shall be conclusive required for any amendment, waiver or supplement to this Agreement except for amendments, waivers and binding upon such holder and upon all future holders and owners supplements that would reasonably be expected to adversely impact any 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 Grantors.

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 Subject to certain exceptions set forth in the Indenture, (i) the Indenture contains provisions permitting or the Company, Guarantor and the Trustee, Notes may be amended without prior notice to any Holder but with the written consent of the holders of not less than at least a majority in aggregate principal amount of the securities of each series at outstanding Notes and (ii) any default or noncompliance with any provision may be waived with the time Outstanding affected by such supplemental indenture written consent 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 affirmative vote of the holders of at least a majority in principal amount of the securities outstanding Notes. Without the consent of such seriesany Holder, the Company and the Trustee may amend the Indenture or the Notes (i) to provide for conversion rights of Holders and the Company’s repurchase obligations in connection with a Fundamental Change in the event of any reclassification of the Common Stock, merger or consolidation, or sale, conveyance, transfer or lease of the Company’s property and assets substantially as an entirety; (ii) to secure the Notes; (iii) to comply with Article VI of the Indenture; (iv) to surrender any right or power conferred upon the Company in the Indenture; (v) to add to the covenants of the Company for the benefit of the Holders; (vi) to cure any ambiguity or correct or supplement any inconsistent or defective provision contained in the Indenture; provided, however, that no such supplemental indenture, without modification or amendment does not adversely affect the consent interests of the holders of each Security then Outstanding and affected therebyHolders in any material respect, shall: (i) extend a fixed maturity of or provided, further, that any installment of principal of any Securities of any series or reduce amendment made solely to conform 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 provisions of the maturity thereofIndenture or the Notes to the description of the Notes contained in the Prospectus Supplement shall not be deemed to adversely affect the interests of the Holders; (iivii) reduce to make any provision with respect to matters or questions arising under the rate Indenture or the Notes that the Company may deem necessary or desirable and that shall not be inconsistent with the Indenture or the Notes, provided, however, that such change or modification does not, in the good faith opinion of or extend the time for payment Board of interest Directors, adversely affect the interests of the Holders in any Security of any seriesmaterial respect; (iiiviii) reduce to increase the premium payable upon the redemption of any SecurityConversion Rate; (ivix) make any Security payable to comply with requirements of the SEC in Currency other than that stated in order to effect or maintain the Securityqualification of the Indenture under the TIA; (vx) 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 add guarantees 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 obligations under the Base Indenture, and its consequences, except a Default Notes; (xi) to provide for uncertificated 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 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 addition to or in place hereof of certificated Notes; (whether xii) to make any change that does not adversely affect the rights of any Holder; and (xiii) to evidence and provide for the acceptance of appointment by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Securitya successor Trustee with respect to the Notes.

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 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 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 (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 Applicable Directing Parties, the securities of each series at Collateral Agent and the Grantors may, from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures hereto or to any other Security Document for the purpose of addingadding to, changing or eliminating waiving any provisions of the Base Indenture of, this Agreement or any supplemental indenture other Security Document or of modifying changing in any manner not covered elsewhere the rights of the Collateral Agent, the Secured Parties or the Grantors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of the Primary Holder Representatives for each Class of Primary Secured Obligations then outstanding, (ii) amend the definition of Applicable Directing Parties or any use of such defined term in this Agreement, in each case without the consent of each Primary Holder Representative, (iii) reduce the percentages or change the numbers specified in the Base Indenture definition of Majority Class Holders and Instructing Secured Parties or amend, modify or waive any provision of Section 3.5 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, or (v) amend, modify or waive any provision of Section 3, 4 or 5 or otherwise alter the securities duties, rights or obligations of such series; provided, however, that no such supplemental indenture, the Collateral Agent without the written 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 Collateral Agent. Any such supplemental agreement shall 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 binding 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 redemptionGrantors, on or after the redemption date); or (vi) reduce the percentage of Securitieseach Primary Holder Representative, the holders of which are required to consent to any such supplemental indenture or indenturesSecured Parties and the Collateral Agent and their respective successors and assigns. 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 No consent of the holder of each Outstanding security of such affected series. Any such consent or waiver by the registered Securityholder Grantors shall be conclusive required for any amendment, waiver or supplement to this Agreement except for amendments, waivers and binding upon such holder and upon all future holders and owners supplements that would reasonably be expected to adversely impact any 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 Grantors.

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 (a) With the Company, Guarantor and the Trustee, with the written consent of the holders of not less than a majority in aggregate principal amount of Directing Parties, the securities of each series at Collateral Trustee and the Grantors may, from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures hereto or to any other Trust Security Document for the purpose of addingadding to, changing or eliminating waiving any provisions of the Base Indenture of, this Agreement or any supplemental indenture other Trust Security Document or of modifying changing in any manner not covered elsewhere the rights of the Collateral Trustee, the Secured Parties or the Grantors hereunder or thereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of each Primary Holder Representative for each Class of Primary Secured Obligations then outstanding but only if the rights of the Primary Holder Representative would be adversely affected thereby, (ii) amend the definition of Directing Parties or any use of such defined term in this Agreement, in each case without the written consent of each Primary Holder Representative for each class of Primary Secured Obligations then outstanding but only if the rights of the Primary Holder Representative would be adversely affected thereby, (iii) change the percentage specified in the Base Indenture definition of Majority Holders, Majority Restructuring Note Class Holders or Majority New Money Note Class Holders or amend, modify or waive any provision of Section 3.4 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, or (v) amend, modify or waive any provision of Section 3, 4 or 5 or otherwise alter the securities duties, rights or obligations of such series; provided, however, that no such supplemental indenture, the Collateral Trustee hereunder or under the other Trust Security Documents without the written 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 seriesCollateral Trustee. Any such consent or waiver by the registered Securityholder supplemental agreement shall be conclusive and binding upon such holder the Grantors, each Primary Holder Representative, the Secured Parties and upon all future holders the Collateral Trustee and owners of this Security their respective successors 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 Securityassigns.

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

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting the Company, Guarantor Parent, 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. (a) The Base Indenture contains provisions permitting Administrator, the CompanyRequired Lenders, Guarantor and the TrusteePledgor may, with the consent of the holders of not less than a majority in aggregate principal amount of the securities of each series at the from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures hereto for the purpose of addingadding to or waiving any provision of this Agreement or amending the definition of any capitalized term used herein, as such capitalized term is used herein, or 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 Administrator, the securities of such seriesLenders or the Pledgor hereunder; 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 this Section 15.2, any definition set forth in Section 1.1 or, subject to subsection (c) hereof or any installment provision of principal Articles III, IV, V or X without the written consent 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 thereofeach Lender; (ii) reduce amend, modify or waive any provision of Section 10.4 or the rate definition of or extend the time for payment of interest term "Secured Obligations" without the written consent of any Security Lender whose rights in relation to the rights of any seriesthe other Lenders would be adversely affected thereby; or (iii) reduce amend, modify or waive any provision of this Agreement so as to adversely affect any of the premium payable Administrator's rights, immunities or indemnities hereunder or enlarge its duties hereunder without the written consent of the Administrator. Any such supplemental agreement shall be binding 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 SecuritiesPledgor, the holders of which are required to consent to Lenders and the Administrator and their respective successors; provided, that any such supplemental indenture agreement that is not of a nature as to be governed by clause (i), (ii) or indentures. The Base Indenture also contains provisions permitting (iii) above shall become effective immediately upon 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 execution of such seriessupplemental agreement by the Pledgor, to waive any past Default under the Base Indenture, Administrator and its consequences, except a Default in the payment of the principal of, premiumeach Lender or, if anyexecuted by the Pledgor, or interest on the Administrator and the Required Lenders only, shall become effective five days after such execution. Prior to executing any security amendment pursuant to the terms of this Section 15.2(a), the Administrator shall be entitled to receive an opinion of counsel to the effect that the execution of such series or a Default in respect of a covenant or provision of the Base Indenture that cannot be modified or amended without document is authorized hereunder. (b) Without the consent of any Lender, the holder Pledgor and the Administrator, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Administrator, to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; provided, that any such action contemplated by this subsection (b) shall not adversely affect the interests of each Outstanding security the Lenders in any material respect. (c) No failure or delay on the part of the Administrator or any Lender in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such affected seriespower or right preclude any other or further exercise thereof or the exercise of any other power or right. Any such consent No notice to or demand on the Pledgor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the registered Securityholder Administrator or any Lender under this Agreement shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to 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.granted hereunder. 15.3

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 lights 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 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 SecurityNavistar Financial.

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

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

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

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

Amendments, Supplements and Waivers. The Base Indenture contains provisions permitting (a) With the Company, Guarantor and the Trustee, with the written ---------------------------------------- consent of the holders of not less than a majority in aggregate principal amount of Administrative Agent, the securities of each series at Trustee and the Obligors may, from time Outstanding affected by such supplemental indenture or indentures to time, enter into written agreements supplemental indentures hereto or to any Trust Security Document for the purpose of addingadding to, changing or eliminating waiving any provisions of the Base Indenture of, this Trust Agreement or any supplemental indenture Trust Security Document or of modifying changing in any manner not covered elsewhere in the Base Indenture the rights of the holders of Trustee, the securities of such seriesSecured Parties or the Obligors hereunder or thereunder; provided, however, provided that no such supplemental indentureagreement shall (i) amend, modify -------- modify or waive any provision of this Section 6.3 without the written consent of the holders of Administrative Agent and each Security then Outstanding and affected therebySurety Party, 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) except as provided in the next succeeding sentence, reduce the rate percentages or change the numbers specified in the definition of Required Secured Parties or extend amend, modify or waive any provision of Sections 2.10, 3.4, 3.5, 4.6 or 6.10 or the time for payment definition of interest First Priority Secured Obligations, Surety Bond or Secured Obligations without the written consent of any Security of any series; each Secured Party whose rights would be adversely affected thereby or (iii) reduce amend, modify or waive any provision of Section 4 or 5 or alter 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 duties, rights 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 obligations 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 Trustee hereunder or 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 Trust Security Documents without the written consent of the holder Trustee. In addition, if the Administrative Agent shall advise the Trustee in writing that the Required Lenders (as defined in the Credit Agreement) have agreed with the Company that additional indebtedness of each Outstanding security the Company shall be secured equally and ratably by all or any portion of the Collateral, the Trustee shall enter into such affected seriessupplemental agreements satisfactory to the Trustee with the Obligors as shall be reasonably requested by the Administrative Agent to effect such agreement (which supplemental agreement may be in the form of an amendment and restatement of this Trust Agreement). Any such consent or waiver by the registered Securityholder supplemental agreement shall be conclusive and binding upon such holder the Obligors, the Administrative Agent, the Surety Parties, the Secured Parties and upon all future holders the Trustee 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 Securitytheir respective successors.

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.