the First Tier Master Purchase Agreement and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by ​ against each Originator under or in connection with the First Tier Master Purchase Agreement;

Tier 2 Capital. If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will promptly notify the Noteholder (as defined in the Subordinated Note), and thereafter, if requested by the Company, the Company and the Noteholder (as defined in the Subordinated Note) will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Agreement shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event as described in the Subordinated Notes.

“Purchase Termination Date” is defined in [Section 7.1] of the First Tier Agreement.

Computershare, in any of its capacities hereunder, shall not be responsible for any deficiency collections or enforcement of the Borrower’s rights under the First Tier Master Purchase Agreement or Second Tier Purchase Agreement, as set forth in [Section 7.03(c)(i)]. The Administrative Agent hereby agrees to enforce the rights of the Borrower under the Second Tier Purchase Agreement.

“First Tier Agreement” means the Sale Agreement dated as of March 21, 2001 between Arrow and the SPV.

“Subordinated Obligations” has the meaning assigned to it in [Section 1.1] of the First Tier Agreement.

#greater than 65% of the outstanding Voting Equity Interests in any first-tier CFC or any first-tier Foreign Subsidiary Holding Company and # the outstanding Equity Interests in any Unrestricted Subsidiary;

SECTION # ​ Canada. Notwithstanding any other provision of this Agreement, the First Tier Agreement and the Originator Sale Agreement between ​ Canada and Arrow:

Entire Agreement; Amendment. This Agreement supersedes any employment understanding or agreement (except the Invention and Trade Secret Agreement) which may have been previously made by Employer or its respective subsidiaries or affiliates with Employee, and this Agreement, together with the Invention and Trade Secret Agreement, represents all the terms

Amendment of Agreement. Except to the extent required by law or specifically contemplated under this Agreement, neither the Committee nor the Executive Vice President and Chief Administrative Officer of Verizon (or his or her designee) may, without the written consent of the Participant, change any term, condition or provision affecting the RSUs if the change would have a material adverse effect upon the RSUs or the Participant’s rights thereto. Nothing in the preceding sentence shall preclude the Committee or the Executive Vice President and Chief Administrative Officer of Verizon (or his or her designee) from exercising administrative discretion with respect to the Plan or this Agreement, and the exercise of such discretion shall be final, conclusive and binding. This discretion includes, but is not limited to, corrections of any errors, including but not limited to any administrative errors, and determining whether the Participant has been discharged for Cause, has a Disability, has Retired, has breached any of the Participant’s obligations or restrictions set forth in [Exhibits A] and B to this Agreement or has satisfied the requirements for vesting and payment under paragraphs 5 and 7 of this Agreement.