Common use of Supplemental Indentures Without Consent of Holders Clause in Contracts

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company herein; or (10) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series).

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; orSecurities contained; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5) to secure the Securities; (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 9.02, without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustees, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the TrusteeTrustees, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); or (4) to delete or modify any Events of Default with respect to a series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01; or (5) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; or (8) to close this Indenture with respect to the authentication and delivery of additional series of Securities; or (9) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; or (10) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; or (11) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or (12) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; or (13) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any applicable law of the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustees, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the TrusteeTrustees, for any of the following purposes: (1) to make evidence the succession of another Person to the Company and the assumption by any such provision successor of the covenants of the Company contained herein and in regard the Securities; or (2) to matters add to the covenants of the Company for the benefit of the Holders of all or questions arising under any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture as to provide that Bearer Securities may be necessary registrable as to principal, to change or desirable and not inconsistent with this Indenture eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the purpose issuance of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, Securities in uncertificated form; provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Securities created prior to the execution of such supplemental indenture any series or any related coupons in any material respect; or (25) to change or eliminate any of the provisions of this Indenture, ; provided that any such change or elimination shall become effective only when there is no Security which is Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (46) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (57) to evidence and provide for the succession acceptance of another Person appointment hereunder by a successor Trustee with respect to the Company, Securities of one or more series and the assumption by to add to or change any such successor of the covenants provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Company herein and in trusts hereunder by more than one Trustee, pursuant to the Securities; or (6) to grant to or confer upon the Trustee for the benefit requirements of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by lawSection 7.10; or (8) to specify further close this Indenture with respect to the duties authentication and responsibilities ofdelivery of additional series of Securities, and to define further cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the relationships among, interests of the Trustee, Holders of Securities of any Authenticating Agent series and any Paying Agentrelated coupons in any material respect; or (9) to add to the covenants supplement any of the Company for provisions of this Indenture to such extent as shall be necessary to permit or facilitate the benefit defeasance and discharge of any series of Securities pursuant to Sections 4.01, 15.02 and 15.03; provided that any such action shall not adversely affect the interests of the Holders of all Securities of such series and any related coupons or any other series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinsecurities in any material respect; or (10) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any additional Events applicable law of Default (the United States and if such Events Canada or of Default are any province or territory thereof to be the extent they do not conflict with the applicable to less than all series law of Securities, stating that such Events of Default are expressly being included for the benefit of such series)United States heretofore or hereafter enacted.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, the Company when authorized by a Board Resolution, and the TrusteeTrustee may, at any time and from time to time and at any time, may amend the Securities of a series or enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard evidence the succession of another corporation to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguityCompany, or curingsuccessive successions, correcting or supplementing any defective or inconsistent provisionand the assumption by the successor corporation of the covenants, provided that such provision shall not adversely affect agreements and obligations of the interests of Holders of Outstanding Securities created prior Company pursuant to the execution of such supplemental indenture in any material respectArticle Eight hereof; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in (i) bearer form, registrable or not registrable as to principal, and/or (ii) coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities pursuant to the requirements of Section 8.03 or 10.04 or otherwise; or (7) to establish the form or terms of Securities of any series thereof as permitted by Sections 2.01 and 3.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.09(b); or (9) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make such other provisions with respect to matters or questions arising under this Indenture, provided that such other provisions shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Outstanding Securities, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company (when authorized by or pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; provided, that in respect of any such additional covenant, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such a default or may limit the remedies available to the Trustee upon an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (3) to establish the form or terms of Securities of any series as permitted by Section 2.1 and Section 3.1; or (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; or (5) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make such provision in regard any other provisions with respect to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, Indenture; provided that such provision no action pursuant to this clause (5) shall not adversely affect the interests of the Holders of Securities of any series then Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (26) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or (7) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary for the defeasance and discharge of any series of Securities pursuant to Article 4, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series or any other Security in any material respect; or (9) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (10) to add guarantees in respect of the Securities of one or more series and to provide for the terms and conditions of release thereof; or (11) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets and to provide for the terms and conditions of release thereof; or (12) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (313) to secure the provide for Definitive Securities in addition to or in place of Global Securities; or (414) to establish qualify the form of Securities of any series as permitted by Sections 2.01 and 3.01Indenture under the Trust Indenture Act; or (515) with respect to evidence the succession Securities of another Person a series, to conform the text of the Indenture or the Securities of such series to any provision of the description thereof in the Company’s offering memorandum or prospectus relating to the initial offering of such Securities, to the extent that such provision, in the good faith judgment of the Company, and the assumption by any such successor was intended to be a verbatim recitation of a provision of the covenants of the Company herein and in the Indenture or such Securities; or (616) to grant make any other change that does not adversely affect the rights of Holders of Outstanding Securities in any material respect. The Trustee is hereby required to join with the Company and any guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or confer upon pledge of any property thereunder, but the Trustee for shall not be obligated to enter into any such supplemental indenture which affects the benefit of the Holders any additional Trustee’s own rights, remedies, powers duties or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants of the Company for the benefit of the Holders of all immunities under this Indenture or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company herein; or (10) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities, pursuant to Article VIII; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such one or more specified series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events Defaults; or (4) to change or eliminate any of Default (and if the provisions of this Indenture, provided that any such Events change or elimination shall become effective only when there is no Security Outstanding of Default are any series created prior to be applicable the execution of such supplemental indenture which is entitled to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such seriesprovision; or (5) to secure the Securities; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (62) to grant convey, transfer, assign, mortgage or pledge any property to or confer with the Trustee or to surrender any right or power herein conferred upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authorityCompany; or (73) to permit establish the Trustee to comply with form or terms of Securities of any duties imposed upon it series as permitted by lawSections 2.1 or 3.1; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (94) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (105) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (6) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (b) not apply to any Outstanding Securities; or (7) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the interest of the Holders of Securities of any series in any material respect; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (9) at such time, if any, as this Indenture is qualified under the Trust Indenture Act, to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, when authorized by a Board Resolution, the Company Guarantor and the Trustee, Trustee may from time to time and at any time and from time to time, may amend the Securities of a series or enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to make such provision in regard evidence the succession of another corporation or entity to matters the Company or questions arising under this Indenture as may be necessary the Guarantor, or desirable successive successions, and not inconsistent with this Indenture the assumption by the successor corporation or entity of the covenants, agreements and obligations of the Company or the Guarantor pursuant to Article VIII hereof; (ii) to add to the covenants of the Company or the Guarantor or to add additional rights for the purpose benefit of supplying the Holders of all or any omissionseries of Securities (and if such covenants or rights are to be for the benefit of less than all series of Securities, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided stating that such provision shall not adversely affect covenants or rights are expressly being included solely for the interests benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor; (iii) to add any additional Events of Default for the benefit of the Holders of Outstanding all or any series of Securities created prior (and if such Events of Default are to be for the execution benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in any material respect; orthe case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (2iv) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (v) to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination shall (A) neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) adversely affect the rights of the Holder of any such Security in any material respect or (B) become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or; (3vi) to secure the Securities; or; (4vii) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01; or3.1, or (unless prohibited by the terms of the Securities of any series set pursuant to Section 3.1) to provide for the re-opening of such series of Securities and for the issuance of Add On Securities of such series; (5viii) to evidence and provide for the succession acceptance of another Person appointment hereunder by a successor Trustee with respect to the Company, Securities of one or more series and the assumption by to add to or change any such successor of the covenants provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Company herein and in trusts hereunder by more than one Trustee, pursuant to the Securities; orrequirements of Section 6.11(b); (6ix) to grant cure any ambiguity, to correct or confer upon supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make such other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the Trustee for the benefit interests of the Holders of Securities of any additional rights, remedies, powers or authority; orseries in any material respect; (7x) to permit the Trustee to comply with any duties imposed upon it by law; orrequirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act or to comply with the rules of any applicable Depositary; (8) xi) to specify further add additional guarantors in respect of the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; orSecurities; (9xii) to add to the covenants or change any of the provisions of this Indenture to permit the issuance of Securities in uncertificated form; or (xiii) to make provision with respect to the conversion rights, if any, to holders of the Securities issued pursuant to the requirements any such supplemental indenture. The Trustee is hereby authorized to join with the Company for and the benefit Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company, the Guarantor and the Trustee without the consent of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Outstanding Securities, stating that such covenants are expressly being included solely for notwithstanding any of the benefit provisions of such series) or to surrender a right or power conferred on the Company herein; or (10) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)Section 9.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustees, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the TrusteeTrustees, for any of the following purposes: (1) to make evidence the succession of another Person to the Company and the assumption by any such provision successor of the covenants of the Company contained herein and in regard the Securities; or (2) to matters add to the covenants of the Company for the benefit of the Holders of all or questions arising under any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture as to provide that Bearer Securities may be necessary registrable as to principal, to change or desirable and not inconsistent with this Indenture eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the purpose issuance of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, Securities in uncertificated form; provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Securities created prior to the execution of such supplemental indenture any series or any related coupons in any material respect; or (25) to change or eliminate any of the provisions of this Indenture, ; provided that any such change or elimination shall become effective only when there is no Security which is Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (46) to establish the form and terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (57) to evidence and provide for the succession acceptance of another Person appointment hereunder by a successor Trustee with respect to the Company, Securities of one or more series and the assumption by to add to or change any such successor of the covenants provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Company herein and in trusts hereunder by more than one Trustee, pursuant to the Securities; or (6) to grant to or confer upon the Trustee for the benefit requirements of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by lawSection 6.10; or (8) to specify further close this Indenture with respect to the duties authentication and responsibilities ofdelivery of additional series of Securities, and to define further cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the relationships among, interests of the Trustee, Holders of Securities of any Authenticating Agent series and any Paying Agentrelated coupons in any material respect; or (9) to add to the covenants supplement any of the Company for provisions of this Indenture to such extent as shall be necessary to permit or facilitate the benefit defeasance and discharge of any series of Securities pursuant to Sections 4.01, 13.02 and 13.03; provided that any such action shall not adversely affect the interests of the Holders of all Securities of such series and any related coupons or any other series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinsecurities in any material respect; or (10) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any additional Events applicable law of Default the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted; or (and if 11) to change or eliminate any provisions where such Events change takes effect when there are no Securities of Default are to be applicable to less than all any series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)outstanding under this Indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; PROVIDED that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any Holders, the Company Issuers, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person corporation to the Company, an Issuer and the assumption by any such successor of the covenants of the Company such Issuer herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company Issuers for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on the Company hereinupon an Issuer; or (103) to add any additional Events of Default with respect to all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); or (4) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; provided, however, that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (9) to cure any ambiguity, defect or inconsistency or to correct or supplement any provision herein which may be inconsistent with any other provision herein; or (10) to make any change that does not materially adversely affect the interests of the Holders of Securities of any series then Outstanding; or (11) to add Guarantees with respect to any or all of the Securities; or (12) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Code). Upon request of the Issuers, accompanied by Board Resolutions authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in (and subject to the last sentence of) Section 9.03, the Trustee shall join with the Issuers in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company and the Security Guarantors, when authorized by or pursuant to a Board Resolution of the Company and each Security Guarantor, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company or a Security Guarantor and the assumption by any such successor of the covenants of the Company herein or such Security Guarantor herein, in any Security Guarantee and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company or any Security Guarantor for the benefit of the Holders of all or any series of Securities (and and, if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinor any Security Guarantor; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (5) to add to, change or eliminate any of the provisions of this Indenture or any Security Guarantee in respect of any series of Securities, provided that any such addition, change or elimination shall (i) neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, nor (B) modify the rights of the Holder of any such Security with respect to such provision; or (ii) become effective only when there is no Security Outstanding; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301, including the provisions and procedures relating to Securities convertible into or exchangeable for other securities or property of the Company; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture or any Security Guarantee as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to make provision with respect to the conversion or exchange rights of Holders pursuant to the requirements of Article Sixteen, including providing for the conversion or exchange of the Securities into any security or property of the Company; or (10) to cure any ambiguity, to correct or supplement any provision herein or in any Security Guarantee which may be defective or inconsistent with any other provision herein or therein, or to make any other provisions with respect to matters or questions arising under this Indenture or any Security Guarantee which shall not be inconsistent with the provisions of this Indenture or such Security Guarantee or to make any other changes, provided that in each case, such provisions shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (11) to close this Indenture with respect to the authentication and delivery of additional series of Securities or to qualify, or maintain qualification of, this Indenture under the TIA; or (12) to supplement any of the provisions of this Indenture or any Security Guarantee to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided in each case that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustees, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the TrusteeTrustees, for any of the following purposes: (1) to make evidence the succession of another Person to the Company and the assumption by any such provision successor of the covenants of the Company contained herein and in regard the Securities; or (2) to matters add to the covenants of the Company for the benefit of the Holders of all or questions arising under any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture as to provide that Bearer Securities may be necessary registrable as to principal, to change or desirable and not inconsistent with this Indenture eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the purpose issuance of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, Securities in uncertificated form; provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Securities created prior to the execution of such supplemental indenture any series or any related coupons in any material respect; or (25) to change or eliminate any of the provisions of this Indenture, ; provided that any such change or elimination shall become effective only when there is no Security which is Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (46) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (57) to evidence and provide for the succession acceptance of another Person appointment hereunder by a successor Trustee with respect to the Company, Securities of one or more series and the assumption by to add to or change any such successor of the covenants provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Company herein and in trusts hereunder by more than one Trustee, pursuant to the Securities; or (6) to grant to or confer upon the Trustee for the benefit requirements of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by lawSection 6.10(b); or (8) to specify further close this Indenture with respect to the duties authentication and responsibilities ofdelivery of additional series of Securities, and to define further cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the relationships among, interests of the Trustee, Holders of Securities of any Authenticating Agent series and any Paying Agentrelated coupons in any material respect; or (9) to add to the covenants supplement any of the Company for provisions of this Indenture to such extent as shall be necessary to permit or facilitate the benefit defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of all Securities of such series and any related coupons or any other series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinsecurities in any material respect; or (10) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any additional Events applicable law of Default the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted; or (and if 11) to change or eliminate any provisions where such Events change takes effect when there are no Securities of Default are to be applicable to less than all any series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)outstanding under this Indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession in accordance with Section 8.01 of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the any series of Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender a any right or power herein or in the Securities conferred upon the Company; or (3) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the Company payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (4) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (5) to secure the Securities pursuant to the requirements of Section 10.10 or otherwise; or (6) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that, in each case, any such provision shall not adversely affect the interests of the Holders of Securities of any series then Outstanding or any related coupons in any material respect, as to which the Trustee is entitled to conclusively rely upon an Opinion of Counsel provided to it; or (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 or 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or (10) to add secure any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities; (11) to comply with the requirements of the Commission under the Trust Indenture Act; (12) to evidence the appointment of a successor Trustee upon the resignation or removal of the Trustee, stating as provided in Section 6.10; or (13) to make any other change that such Events does not adversely affect the rights of Default are expressly being included for any Holder of Securities then Outstanding, as to which the benefit Trustee is entitled to conclusively rely upon an Opinion of such series)Counsel provided to it.

Supplemental Indentures Without Consent of Holders. Without From time to time, when authorized by a resolution of the consent Board of any HoldersDirectors, the Company and the Trustee, at without notice to or the consent of any time and from time to timeHolders of the Debentures, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposessupplement this Indenture: (1a) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for evidence the purpose succession of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior another Person to the execution Company and the assumption by any such successor of such supplemental indenture the covenants of the Company contained herein and in any material respectthe Debentures; or (2b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Debentures (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; provided, however, that in respect of any such additional covenant, or restriction or condition on the Company, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; or (c) to add any additional Events of Default with respect to all or any series of Debentures (as shall be specified in such supplemental indenture); or (d) to change or eliminate any of the provisions of this Indenture, provided provided, that any such change or elimination shall become effective only when there is no Outstanding Security Debenture outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4e) to establish the form or terms of Securities Debentures of any series as permitted by Sections Section 2.01 and 3.01or, in lieu of any such supplemental indenture, the Company may provide the Trustee with an Officers' Certificate with respect to the form or terms of such Debentures; or (5f) to evidence and provide for the succession acceptance of another Person appointment hereunder by a successor Trustee with respect to the CompanyDebentures of one or more series, and the assumption by to add to or change any such successor of the covenants provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Company herein and in the Securitiestrusts hereunder by more than one Trustee; or (6g) to grant (i) cure any ambiguity, (ii) to correct or confer upon supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or (iii) to make any other provisions with respect to matters or questions arising under this Indenture, which shall not adversely affect the Trustee for the benefit interests of the Holders of Debentures of any additional rights, remedies, powers or authorityseries then outstanding in any material respect; or (7h) to permit add to, delete from or revise the Trustee to comply with any duties imposed upon it by lawconditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Debentures as herein set forth; or (8) i) to specify further maintain qualification of this Indenture under the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying AgentTIA; or (9j) to add to the covenants supplement any of the Company for provisions of this Indenture to such extent as shall be necessary to permit or facilitate the benefit defeasance and discharge of the Holders of all or any series of Securities (and if Debentures provided that any such covenants are to be for action shall not adversely affect the benefit interests of less than all series any Holder of Securities, stating that such covenants are expressly being included solely for the benefit a Debenture of such series) series or to surrender a right or power conferred on the Company herein; or (10) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)other Debenture in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make evidence the succession of another Person to the Company and the assumption by any such provision successor of the covenants of the Company contained herein and in regard the Securities; or (2) to matters add to the covenants of the Company for the benefit of the Holders of all or questions arising under any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture as to provide that Bearer Securities may be necessary registrable as to principal, to change or desirable and not inconsistent with this Indenture eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the purpose issuance of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, Securities in uncertificated form; provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Securities created prior to the execution of such supplemental indenture any series or any related coupons in any material respect; or (25) to change or eliminate any of the provisions of this Indenture, ; provided that any such change or elimination shall become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (36) to secure the SecuritiesSecurities pursuant to the requirements of Section 1009 or otherwise; or (47) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law301; or (8) to specify further evidence and provide for the duties and responsibilities of, acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to define further add to or change any of the relationships among, provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, any Authenticating Agent and any Paying Agentpursuant to the requirements of Section 609(b); or (9) to add close this Indenture with respect to the covenants authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided such action shall not adversely affect the Company for the benefit interests of the Holders of all or Securities of any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinany related coupons in any material respect; or (10) to add supplement any additional Events of Default (the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and if such Events discharge of Default are to be applicable to less than all any series of SecuritiesSecurities pursuant to Sections 401, stating 1402 and 1403; provided that any such Events action shall not adversely affect the interests of Default are expressly being included for the benefit Holders of Securities of such series)series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; provided, however, that in respect of any such additional covenant, such supplemental indenture may provide for a particular period of grace after default in the performance of such covenant (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; or (103) to add any additional Events of Default Default; or (4) add to or change or eliminate any of the provisions of this Indenture to extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and if with or without interest coupons; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such Events change or elimination shall become effective only when there is no Security Outstanding of Default are any series created prior to be applicable the execution of such supplemental indenture which is entitled to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such seriesprovision; or (6) to secure the Securities pursuant to the requirements of Sections 802 or 807 or otherwise; or (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b); or (9) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 9.02, without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustees, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the TrusteeTrustees, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); or (4) to delete or modify any Events of Default with respect to a series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series, and to specify the rights and remedies of the Trustees and the Holders of such Securities in connection therewith); or (5) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; or (8) to close this Indenture with respect to the authentication and delivery of additional series of Securities; or (9) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; or (10) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; or (11) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or (12) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; or (13) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any applicable law of the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities pursuant to the requirements of Section 801 or 1006, or otherwise; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; PROVIDED that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantors and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (62) to grant evidence the succession of another Person to or confer upon the Trustee for Guarantor and the benefit assumption by any such successor of the Holders Guarantee of the Guarantor herein and, to the extent applicable, endorsed upon any additional rights, remedies, powers or authoritySecurities; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (93) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinand to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (4) to add any additional Defaults or Events of Default in respect of all or any series of Securities; or (5) to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (6) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (7) to secure the Securities of any series; or (8) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1, including to reopen any series of any Securities as permitted under Section 3.1; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to comply with any applicable mandatory provision of law or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (11) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act or under any additional Events similar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act. The Trustee is hereby authorized to join with the Company and any Guarantor in the execution of Default (any such supplemental indenture, to make any further appropriate agreements and if stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage, charge or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such Events of Default are to be applicable to less than all series of Securitiessupplemental indenture which affects the Trustee's own rights, stating that such Events of Default are expressly being included for the benefit of such series)duties or immunities under this Indenture or otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Corporation, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the CompanyCorporation, and the assumption by any such successor of the covenants of the Company Corporation contained herein and in the SecuritiesSecurities contained; or (62) to grant convey, transfer, assign, mortgage or pledge any property to or confer with the Trustee or to surrender any right or power herein conferred upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authorityCorporation; or (73) to permit establish the Trustee to comply with form or terms of Securities of any duties imposed upon it series as permitted by lawSections 2.1 or 3.1; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (94) to add to the covenants of the Company Corporation for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such seriesthe series specified) or to surrender a any right or power herein conferred on upon the Company hereinCorporation; or (105) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of the series specified); or (6) to change or eliminate any of the provisions of this Indenture, provided that any such serieschange or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (b) not apply to any Outstanding Securities; or (7) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the interest of the Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to an Issuer Trust and for so long as any of the corresponding series of Capital Securities issued by such Issuer Trust shall remain outstanding, the holders of such Capital Securities; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (9) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, when authorized by a Board Resolution, the Company Guarantor and the Trustee, Trustee may from time to time and at any time and from time to time, may amend the Securities of a series or enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1i) to make such provision in regard evidence the succession of another corporation or entity to matters the Company or questions arising under this Indenture as may be necessary the Guarantor, or desirable successive successions, and not inconsistent with this Indenture the assumption by the successor corporation or entity of the covenants, agreements and obligations of the Company or the Guarantor pursuant to Article VIII hereof; (ii) to add to the covenants of the Company or the Guarantor or to add additional rights for the purpose benefit of supplying the Holders of all or any omissionseries of Securities (and if such covenants or rights are to be for the benefit of less than all series of Securities, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided stating that such provision shall not adversely affect covenants or rights are expressly being included solely for the interests benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor; (iii) to add any additional Events of Default for the benefit of the Holders of Outstanding all or any series of Securities created prior (and if such Events of Default are to be for the execution benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in any material respect; orthe case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (2iv) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (v) to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination shall (A) neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) adversely affect the rights of the Holder of any such Security in any material respect or (B) become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or; (3vi) to secure the Securities; orSecurities; (4vii) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01; or3.1, or (unless prohibited by the terms of the Securities of any series set pursuant to Section 3.1) to provide for the re-opening of such series of Securities and for the issuance of Add On Securities of such series; (5viii) to evidence and provide for the succession acceptance of another Person appointment hereunder by a successor Trustee with respect to the Company, Securities of one or more series and the assumption by to add to or change any such successor of the covenants provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Company herein and in trusts hereunder by more than one Trustee, pursuant to the Securities; orrequirements of Section 6.11(b); (6ix) to grant cure any ambiguity, to correct or confer upon supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make such other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the Trustee for the benefit interests of the Holders of Securities of any additional rights, remedies, powers or authority; orseries in any material respect; (7x) to permit the Trustee to comply with any duties imposed upon it by law; orrequirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act or to comply with the rules of any applicable Depositary; (8) xi) to specify further add additional guarantors in respect of the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; orSecurities; (9xii) to add to the covenants or change any of the provisions of this Indenture to permit the issuance of Securities in uncertificated form; or (xiii) to make provision with respect to the conversion rights, if any, to holders of the Securities issued pursuant to the requirements any such supplemental indenture. The Trustee is hereby authorized to join with the Company for and the benefit Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company, the Guarantor and the Trustee without the consent of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Outstanding Securities, stating that such covenants are expressly being included solely for notwithstanding any of the benefit provisions of such series) or to surrender a right or power conferred on the Company herein; or (10) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)Section 9.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (10c) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change, or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (f) to secure the Securities; (g) to establish the form or terms of Securities of any series as permitted by Section 2.1 and Section 3.1; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (i) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article 14, including providing for the conversion of the securities into any security (other than the Common Stock of the Company) or property of the Company; (j) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (j) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (k) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles Four and Thirteen, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any HoldersObligations, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental heretoSupplemental Indentures, in form satisfactory to the Trustee, for any of the following purposes: (1a) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior add to the execution conditions, limitations and restrictions on the authorized amount, terms or purposes of such supplemental indenture in issue, authentication and delivery of Obligations or of any material respectseries of Obligations, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (2b) to change create any series of Obligations and make such other provisions as provided in Section 3.03; or (c) to modify or eliminate any of the provisions terms of this Indenture; PROVIDED, provided HOWEVER, that (i) in the event any such modification or elimination made in such Supplemental Indenture would adversely affect or diminish the rights of the Holders of any Obligations then Outstanding against the Company or its property, it shall expressly be stated in such Supplemental Indenture that any such change modifications or elimination eliminations shall become effective only when there is no Obligation Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled Supplemental Indenture; and (ii) the Trustee may, in its discretion, decline to enter into any such Supplemental Indenture which, in its opinion, may not afford adequate protection to the benefit of such provisionTrustee when the same becomes operative; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5d) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesObligations contained; or (6e) to grant evidence the appointment of any successor trustee or separate trustee or trustees or co-trustee or co-trustees hereunder, and to or confer upon define the Trustee for the benefit of the Holders any additional rights, remediespowers, powers duties and obligations conferred upon any such separate trustee or authoritytrustees or co-trustee or co-trustees; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9f) to add to the covenants of the Company or the Events of Default for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) Obligations or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (10g) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions, with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, PROVIDED such action shall not adversely affect the interests of the Holders of the Obligations in any material respect; or (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the TIA, EXCLUDING, HOWEVER, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted; or (i) to add or change any additional Events of Default the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Obligations (i) in bearer form, registrable or not registrable as to principal and with or without interest coupons or (ii) in book-entry form; or (j) to make any change in the Indenture that, in the reasonable judgment of the Trustee, will not materially and adversely affect the rights of Holders. For purposes of this paragraph of this Section, any Supplemental Indenture will be presumed not to materially and adversely affect the rights of the Holders if (1) this Indenture, as supplemented and amended by such Supplemental Indenture, provides equally and ratably for the payment of principal of (and premium, if such Events of Default any) and interest on the Outstanding Obligations which are to remain Outstanding, and (2) subject to the last sentence of this paragraph, the Company shall furnish to the Trustee written evidence from at least two (2) nationally recognized statistical rating organizations then rating the Obligations (or other obligations primarily secured by Outstanding Obligations) that their respective ratings of the Outstanding Obligations (or other obligations primarily secured by Outstanding Obligations) that are not subject to Credit Enhancement will not be applicable withdrawn or reduced as a result of the changes in the Indenture effected by such Supplemental Indenture; PROVIDED, HOWEVER, that the failure to less than all series of Securities, stating that such Events of Default are expressly being included qualify for the benefit presumption set forth in this sentence shall not create any presumption to the contrary or be used to question the judgment of the Trustee and PROVIDED, FURTHER, that the provisions of this paragraph may not be used to amend or modify the items listed in paragraphs (A) through (F) of Section 10.02 hereof in any way that is inconsistent with the provisions of such series)Section 10.02. The Trustee may rely on the written evidence of the nationally recognized statistical rating organizations then rating the Obligations (or other obligations primarily secured by Outstanding Obligations) with respect to credit matters relating to the Company to the extent that it deems such reliance to be appropriate. The Company shall promptly give notice to any Credit Enhancer of any Supplemental Indenture entered into pursuant to the provisions of this Section 10.01.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the The Company and the Trustee, Indenture Trustee at any time and from time to timetime and without giving notice to or obtaining the consent of any Holder, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposespurpose of: (1a) conveying, transferring, assigning, mortgaging or pledging to make the Indenture Trustee any property or assets as security for the Notes of any series; (b) curing any ambiguity or correcting or supplementing any provision contained herein, in any Notes of any series, or in any supplemental indenture, which may be defective or inconsistent with any other provision contained in this Indenture, the relevant Notes, the relevant supplemental indenture or any other documents in connection with the Program, or making such provision other provisions in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision which shall not materially adversely affect the interests of Holders any Holder of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; orNotes; (2c) adding to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in or to those of the Securities; or (6) to grant to or confer upon the Indenture Trustee for the benefit of the Holders of any series of Notes or to surrender any right or power conferred in this Indenture on the Company; (d) adding any additional rightsEvents of Default; (e) evidencing and providing for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, remedies, powers or authoritypursuant to the requirements of Section 7.13; (f) to provide for the issuance of and establish the form and terms and conditions of Notes of any series as provided in Sections 2.02 and 2.06; or (7g) to permit establish the Trustee form of any certifications required to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add be furnished pursuant to the covenants terms of this Indenture or of the Company for the benefit Notes of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company herein; or (10) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series).

Supplemental Indentures Without Consent of Holders. Without (a) The Company, the Security Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Securities of any series without the consent of any HoldersHolder: (i) to cure any ambiguity, defect or inconsistency; (ii) to comply with Article IV hereof or in any provision in any supplemental indenture in respect of the assumption by a Successor Company or successor Security Guarantor of the obligations of the Company or a Security Guarantor under the Securities of any or all series and this Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities, provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code; (iv) to add guarantees with respect to the Securities or to secure the Securities; (v) to add to the covenants of the Company or any Security Guarantor for the benefit of the Holders of all or any series of Securities or to surrender any right or power herein conferred upon the Company in the Indenture; (vi) to add any additional Events of Default with respect to all or any series of the Securities; (vii) to comply with any requirements of the SEC in connection with effecting or maintaining the qualification of this Indenture under the Trust Indenture Act; (viii) to make any change that would provide any additional rights or benefits to the Holders of all or any series of Securities or that does not, in the opinion of the Trustee, at adversely affect the rights of any time Holder of such Securities in any material respect; (ix) to evidence and from time provide for the acceptance of appointment hereunder by a successor trustee and to timeadd to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee; (x) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (xi) to make any change necessary to make the Indenture, may amend the Securities of a any series or enter into one or more indentures supplemental heretothe Security Guarantee relating to any series of Securities, in form satisfactory to as applicable, consistent with the Trustee, for any description of the following purposes:Securities in the prospectus or any related prospectus supplement relating to such Securities; (1xii) to correct or supplement any provision of the Indenture that may be inconsistent with any other provision of the Indenture or to make such provision in regard any other provisions with respect to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omissionIndenture; provided, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision actions shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respectHolder; or (2xiii) to change or eliminate any of the provisions of this Indenture; provided, provided that any such change or elimination shall become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of any such provision; or. (3b) After an amendment or supplement under this Section 10.01 becomes effective, the Company shall mail to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor Holders of the covenants of the Company herein and in the Securities; or (6) affected Securities a notice briefly describing such amendment. The failure to grant give such notice to or confer upon the Trustee for the benefit of the Holders any additional rightsall Holders, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants of the Company for the benefit of the Holders of all or any series defect therein, shall not impair or affect the validity of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company herein; or (10) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)an amendment under this Section 10.01.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, the Guarantor, when authorized by or pursuant to a Guarantor’s Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make evidence the succession of another Person to the Company or the Guarantor and the assumption by any such provision successor of the covenants of the Company or the Guarantor, as the case may be, contained herein and in regard the Securities; or (2) to matters add to the covenants of the Company or questions arising under the Guarantor for the benefit of the Holders of all or any Series of Securities (and if such covenants are to be for the benefit of less than all Series of Securities, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Company or the Guarantor; or (3) to add any additional Events of Default for the benefit of the Holders of all or any Series of Securities (and if such Events of Default are to be for the benefit of less than all Series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such Series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those Series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture as to provide that Bearer Securities may be necessary registrable as to principal, to change or desirable and not inconsistent with this Indenture eliminate any restrictions on the payment of principal of or for the purpose of supplying any omissionpremium or Make-Whole Amount, curing any ambiguityif any, or curinginterest, correcting if any, on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or supplementing any defective to permit or inconsistent provisionfacilitate the issuance of Securities in uncertificated form, provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Securities created prior to the execution of such supplemental indenture any Series or any related coupons in any material respect; or (25) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding Security of any series Series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (36) to secure the Securities; or (47) to establish the form or terms of Securities of any series Series, the Guarantees thereof and any related coupons as permitted or contemplated by Sections 2.01 and 3.01; or (5) 8) to evidence and provide for the succession acceptance of another Person appointment hereunder by a successor Trustee with respect to the Company, Securities of one or more Series and the assumption by to add to or change any such successor of the covenants provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it trusts hereunder by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the more than one Trustee, any Authenticating Agent and any Paying Agent; or (9) to add Guarantees to the covenants Securities of any Series to which the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinGuarantees shall not have already been attached; or (10) to add to, change or eliminate any additional Events of Default the provisions of this Indenture to such extent as shall be necessary to comply with the rules or regulations of any securities exchange or automated quotation system on which any Securities may be listed or traded; or (11) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any Series or any related coupons in any material respect; or (12) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and if discharge of any Series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such Events action shall not adversely affect the interests of Default are to be applicable to less than all series the Holders of Securities, stating that such Events of Default are expressly being included for the benefit Securities of such series)Series and any related coupons or any other Series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make evidence the succession of another corporation to the rights of the Company and the assumption by such provision successor of the covenants of the Company contained herein and in regard the Debt Securities and Coupons, if any; or (2) to matters add to the covenants of the Company, for the benefit of the Holders of all or questions arising under any series of Debt Securities and the Coupons, if any, appertaining thereto (and if such covenants are to be for the benefit of less than all series, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series, stating that such Events of Default are expressly being included solely to be applicable to such series); or (4) to add or change any of the provisions of this Indenture to such extent as may shall be necessary to permit or desirable facilitate the issuance of Debt Securities of any series in bearer form, registrable or not registrable, and not inconsistent with this Indenture or without Coupons, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit the purpose issuance of supplying Debt Securities of any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionseries in uncertificated form, provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Debt Securities created prior to the execution of such supplemental indenture any series or any related Coupons in any material respect; or (25) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security or Coupon of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisionprovision and as to which such supplemental indenture would apply; or (36) to secure the SecuritiesDebt Securities or to provide that any of the Company's obligations under any series of the Debt Securities shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; or (47) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Four or Fifteen, provided that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities or any related Coupons in any material respect; or (8) to establish the form or terms of Debt Securities and Coupons, if any, of any series as permitted by Sections 2.01 and 3.01; or (59) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee provide for the benefit acceptance of the Holders any additional rights, remedies, powers appointment hereunder by a successor Trustee with respect to one or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties more series of Debt Securities and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants or change any of the Company provisions of this Indenture as shall be necessary to provide for or facilitate the benefit administration of the Holders trusts hereunder by more than one Trustee, pursuant to the requirements of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinSection 6.11; or (10) to add cure any additional Events ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of Default (and this Indenture; provided such other provisions shall not adversely affect the interests of the Holders of Outstanding Debt Securities or Coupons, if such Events any, of Default are any series created prior to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit execution of such series)supplemental indenture in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make evidence the succession of another Person to the Company and the assumption by any such provision successor of the covenants of the Company contained herein and in regard the Securities; or (2) to matters add to the covenants of the Company for the benefit of the Holders of all or questions arising under any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture as to provide that Bearer Securities may be necessary registrable as to principal, to change or desirable and not inconsistent with this Indenture eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the purpose issuance of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, Securities in uncertificated form; provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Securities created prior to the execution of such supplemental indenture any series or any related coupons in any material respect; or (25) to change or eliminate any of the provisions of this Indenture, ; provided that any such change or elimination shall become effective only when there is no Security which is Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (46) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or- 71 - (7) to permit evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to comply with the Securities of one or more series and to add to or change any duties imposed upon it of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by lawmore than one Trustee, pursuant to the requirements of Section 7.10; or (8) to specify further close this Indenture with respect to the duties authentication and responsibilities ofdelivery of additional series of Securities, and to define further cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the relationships among, interests of the Trustee, Holders of Securities of any Authenticating Agent series and any Paying Agentrelated coupons in any material respect; or (9) to add to the covenants supplement any of the Company for provisions of this Indenture to such extent as shall be necessary to permit or facilitate the benefit defeasance and discharge of any series of Securities pursuant to Sections 4.01, 15.02 and 15.03; provided that any such action shall not adversely affect the interests of the Holders of all Securities of such series and any related coupons or any other series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinsecurities in any material respect; or (10) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any additional Events applicable law of Default (the United States and if such Events Canada or of Default are any province or territory thereof to be the extent they do not conflict with the applicable to less than all series law of Securities, stating that such Events of Default are expressly being included for the benefit of such series)United States heretofore or hereafter enacted.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee for the Debt Securities of any series, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for evidence the purpose succession of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior another Corporation to the execution rights of the Company and the assumption by such supplemental indenture successor of the covenants of the Company contained herein and in any material respectthe Debt Securities; or (2) to add to the covenants of the Company, for the benefit of the Holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series, stating that such Events of Default are expressly being included solely to be applicable to such series); or (4) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisionprovision and as to which such supplemental indenture would apply; or (35) to secure the SecuritiesDebt Securities or to provide that any of the Company’s obligations under any series of the Debt Securities shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; or (46) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Debt Securities pursuant to Article IV or XIV; or (7) to establish the form or terms of Securities Debt Securities, if any, of any series as permitted by Sections 2.01 2.1 and 3.01; or (5) to evidence the succession of another Person to the Company3.1, and the assumption including providing for conversion or other rights as contemplated by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by lawSection 3.1; or (8) to specify further evidence and provide for the duties and responsibilities of, acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Debt Securities and to define further add to or change any of the relationships among, provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, any Authenticating Agent pursuant to the requirements of Sections 6.10 and any Paying Agent6.11; or (9) to add cure any ambiguity, or to correct or supplement any provision herein, or in any supplemental indenture, which may be defective or inconsistent with any other provision herein, to eliminate any conflict between the covenants terms hereof and the Trust Indenture Act or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture and as long as such additional provisions do not adversely affect the Company for the benefit interests of the Holders of all or in any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinmaterial respect; or (10) to add change conversion rights in accordance with Section 15.4; or (11) to make any additional Events change that does not adversely affect the interests of Default (and if such Events the holders of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)Debt Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (103) to add any additional Events of Default (and if such Events of Default are with respect to be applicable to less than all or any series of Securities; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance of Bearer Securities (including, stating without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate the issuance of Securities in global form; (5) to add to, change or eliminate any of the provisions of this Indenture, provided that any such Events addition, change or elimination shall become effective only when there is no Security Outstanding of Default are expressly being included for any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (6) to secure the Securities; (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.10; (9) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including any of the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; (10) to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, to cure any ambiguity or correct any mistake or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series); or (11) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or Coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (103) to add any additional Events of Default Default; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and if with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (5) to change or eliminate any of the provisions of this Indenture, provided that any such Events change or elimination shall become effective only -------- when there is no Security Outstanding of Default are any series created prior to be applicable the execution of such supplemental indenture which is entitled to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)provision; (6) to secure the Securities; (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not -------- adversely affect the interests of the Holders of Securities of any series or any Coupons appertaining thereto in any material respect; (10) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act; (11) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Registered Securities to be exchanged for Bearer Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any Coupons appertaining thereto in any material respect; (12) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; (13) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Thirteen; provided that any such action shall not adversely affect the interests of any Holder of a Security of such series and any Coupons appertaining thereto or any other Security or Coupon in any material respect; or (14) to amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make evidence the succession of another Person to the Company and the assumption by any such provision successor of the covenants of the Company contained herein and in regard the Securities and coupons; or (2) to matters add to the covenants of the Company for the benefit of the Holders of all or questions arising under any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of the specified series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of the specified series); or (4) to add to or change any of the provisions of this Indenture as to provide that Bearer Securities may be necessary registrable as to principal, to change or desirable and not inconsistent with this Indenture eliminate any restrictions on the payment of principal of (or premium, if any) or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the purpose issuance of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, Securities in uncertificated form; provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Securities created prior to the execution of such supplemental indenture any series or any related coupons in any material respect; or (25) to change or eliminate any of the provisions of this Indenture, ; provided that any such change or elimination shall become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (46) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01; or (57) to evidence and provide for the succession acceptance of another Person appointment hereunder by a successor Trustee with respect to the Company, Securities of one or more series and the assumption by to add to or change any such successor of the covenants provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Company herein and in trusts hereunder by more than one Trustee, pursuant to the Securities; or (6) to grant to or confer upon the Trustee for the benefit requirements of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by lawSection 6.10(b); or (8) to specify further close this Indenture with respect to the duties authentication and responsibilities ofdelivery of additional series of Securities, and to define further cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided such other provisions shall not be inconsistent with the relationships among, provisions in this Indenture or adversely affect the Trustee, interests of the Holders of any Authenticating Agent series and any Paying Agentrelated coupons in any material respect; or (9) to add to the covenants supplement any of the Company for provisions of this Indenture to such extent as shall be necessary to permit or facilitate the benefit defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of all such series and any related coupons or any other series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinin any material respect; or (10) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, the Business Corporations Act (Ontario) and/or any other applicable laws governing trust indentures, in each case as then in effect; or (11) to add guarantees with respect to any additional Events or all of Default the Securities or to secure any or all of the Securities; or (and if such Events 12) to make any changes that does not adversely affect the rights of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for evidence the purpose succession of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior another corporation to the execution Company and the assumption by such successor of such supplemental indenture the covenants of the Company herein and in any material respectthe Debt Securities contained; or (2) to add to the covenants of the Company, for the benefit of the Holders of all or any series of Debt Securities appertaining thereto (and if such covenants are to be for the benefit of less than all series, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series, stating that such Events of Default are expressly being included solely to be applicable to such series); or (4) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security of any series created prior to the execution of such supplemental indenture which that is entitled to the benefit of such provision; or (3) provision and as to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01which such supplemental indenture would apply; or (5) to evidence secure the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Debt Securities; or (6) to grant supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or confer upon facilitate the Trustee for defeasance and discharge of any series of Debt Securities pursuant to ARTICLE FOUR or ARTICLE FOURTEEN, provided that any such action shall not adversely affect the benefit interests of the Holders of Debt Securities of such series or any additional rights, remedies, powers or authorityother series of Debt Securities in any material respect; or (7) to permit establish the Trustee to comply with form or terms of Debt Securities of any duties imposed upon it series as permitted by lawSECTIONS 2.01 and 3.01; or (8) to specify further evidence and provide for the duties and responsibilities of, acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Debt Securities and to define further add to or change any of the relationships among, provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, any Authenticating Agent and any Paying Agentpursuant to the requirements of SECTION 6.09; or (9) to add cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture, provided such other provisions shall not adversely affect the covenants of the Company for the benefit interests of the Holders of all or Outstanding Debt Securities of any series of Securities (and if such covenants are created prior to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit execution of such series) or to surrender a right or power conferred on the Company hereinsupplemental indenture in any material respect; or (10) to add change any additional Events place or places where (1) the principal of Default (and premium, if such Events of Default are to be applicable to less than any, and interest, if any, on all or any series of SecuritiesDebt Securities shall be payable, stating that such Events (2) all or any series of Default are expressly being included Debt Securities may be surrendered for registration or transfer, (3) all or any series of Debt Securities may be surrendered for exchange, and (4) notices and demands to or upon the benefit Company in respect of such series)all or any series of Debt Securities and this Indenture may be served.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company in accordance with Article VIII and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only when there is no outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such addition, change or elimination; (6) to secure the Securities pursuant to the requirements of Section 10.05 or to otherwise provide any security for, or add any guarantees of or additional obligors on, the Securities of any series; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities in accordance with Article IV or Article XIII; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in any material respect; (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect. Upon the request of the Company, accompanied by a Board Resolution, and upon receipt by the Trustee of the documents described in Section 9.03, the Trustee shall, subject to Section 9.03, join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and make any further appropriate agreements and stipulations that may be therein contained.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Subsidiary Guarantors, if any, and when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5a) to evidence the succession of another Person corporation to the Company, Company or any Subsidiary Guarantor and the assumption by any such successor of the covenants of the Company herein and in the Securities; orNotes; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9b) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of all or any series of Securities Notes (and and, if such covenants are to be for the benefit of less than all series of SecuritiesNotes, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender a any right or power herein conferred on upon the Company herein; oror any Subsidiary Guarantor; (10c) to add any additional Events of Default (and and, if such Events of Default are to be applicable to less than all series of SecuritiesNotes, stating that such Events of Default are expressly being included solely to be applicable to such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular grace period after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of the series of Notes to which such additional Events of Default apply to waive such default; (d) to change or eliminate any restrictions on the payment of principal (or premium, if any) of Notes, provided that any such action shall not adversely affect the interests of the Holders of Notes of any series in any material respect; (e) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no outstanding Note of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such series)provision; (f) to establish the form or terms of Notes of any series as permitted by Section 2.01; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (h) to add to the provisions of this Indenture relating to the Guarantees, including additional subordination provisions; (i) to reflect the addition or release of any Subsidiary Guarantor, as provided for by this Indenture; (j) to provide for uncertificated outstanding Notes in addition to or in the place of outstanding Notes; (k) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Notes pursuant to Sections 8.01, 8.02 or 8.03; provided that any such action shall not adversely affect the interests of the Holders of Notes of such series or any other series of Notes in any material respect; (l) to cure any ambiguity or omission, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture that shall not be inconsistent with any provisions of this Indenture; provided such other provisions shall not adversely affect the interests of the Holders of Notes of any series in any material respect; (m) to secure the Notes; (n) to make any changes that would provide any additional rights or benefits to Holders of Notes or that do not adversely affect the rights of any such Holder in any material respect; (o) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (p) to provide for the conversion rights of Holders of Notes in certain events such as an amalgamation, consolidation, merger or sale of all or substantially all of the assets of the Company; or (q) to reduce the conversion price, if applicable, of any series of Notes.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or premium or Make-Whole Amount, if any, or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into Common Shares or Preferred Shares, as the case may be; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including the provisions and procedures relating to Securities convertible into Common Shares or Preferred Shares, as the case may be; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, PROVIDED such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities or any coupon appertaining thereto (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure any series of the Securities pursuant to the requirements of Section 8.01 or 10.06, or otherwise; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company), or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; (11) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (12) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, the Guarantors and the Trustee, Trustee at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company or the Guarantors for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinor the Guarantors; provided, however, that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may limit the remedies available to the Trustee upon such Default; or (103) to add any additional Events of Default with respect to all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate the issuance of Securities in global form; or (5) to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including any of the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (10) to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series; or (11) to cure an ambiguity or correct any mistake, provided such action shall not adversely affect the interests of the Holders of Securities of any series; or (12) to add a Guarantor pursuant to Section 9.8 or remove a Guarantor in respect of any series which, in accordance with the terms of this Indenture applicable to the particular series, ceases to be liable in respect of its Guarantee.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company in accordance with Article VIII and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture, including, without limitation, with respect to any of the provisions set forth in Article XIV; provided that any such addition, change or elimination shall become effective only when there is no outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such addition, change or elimination; (6) to provide any security for, or add any guarantees of or additional obligors on, the Securities of any series; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities in accordance with Article IV or Article XIII; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in any material respect; (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect. Upon the request of the Company, accompanied by a Board Resolution, and upon receipt by the Trustee of the documents described in Section 9.03, the Trustee shall, subject to Section 9.03, join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and make any further appropriate agreements and stipulations that may be therein contained.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Debt Securities, the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee for the Debt Securities of any or all series, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the such Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for evidence the purpose succession of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior another Person to the execution Company pursuant to Article 8, and the assumption by any such successor of such supplemental indenture the covenants of the Company herein and in any material respectthe Debt Securities contained; or (2) to add to the covenants of the Company, for the benefit of the Holders of all or any particular series of Debt Securities (and, if such covenants are to be for the benefit of fewer than all series of Debt Securities, stating that such covenants are being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default with respect to any or all series of Debt Securities (and, if any such Event of Default applies to fewer than all series of Debt Securities, stating each series to which such Event of Default applies); or (4) to add to, change or eliminate any of the provisions of this Indenture, provided provided, however, that any such addition, change or elimination shall become effective only when there is no Debt Security Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) provision and as to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01which such supplemental indenture would apply; or (5) to evidence and provide for the succession acceptance of another Person appointment hereunder of a Trustee other than The Chase Manhattan Bank as Trustee for a series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the Company, and the assumption by any such successor requirements of the covenants of the Company herein and in the SecuritiesSection 6.9; or (6) to grant evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or confer upon the Trustee for the benefit change any of the Holders any additional rightsprovisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, remedies, powers or authoritypursuant to the requirements of Section 6.11(b); or (7) to permit establish the Trustee conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Debt Securities, as herein set forth, and other conditions, limitations and restrictions thereafter to comply with any duties imposed upon it by lawbe observed; or (8) to specify further supplement any of the duties provisions of this Indenture to such extent as shall be necessary to permit or facilitate the satisfaction and responsibilities ofdischarge of any series of Debt Securities pursuant to Section 4.1; provided, and to define further however, that any such action shall not adversely affect the relationships among, interests of the Trustee, Holders of Debt Securities of such series or any Authenticating Agent and other series of Debt Securities in any Paying Agentmaterial respect; or (9) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinTrust Indenture Act; or (10) to add cure any additional Events of Default (and if such Events of Default are ambiguity, to correct or supplement any provision herein which may be applicable inconsistent with any other provision herein, to less than all series of Securitiesconvey, stating that such Events of Default are expressly being included transfer, assign, mortgage or pledge any property to or with the Trustee for the benefit Debt Securities of any series or to surrender any right or power herein conferred upon the Company, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such series)action shall not adversely affect the rights of the Holders of Debt Securities of any particular series in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (5) to secure any series of the Securities pursuant to the requirements of Section 8.01 or 10.06, or otherwise; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company), or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (8) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; (10) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (11) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Issuer (when authorized by or pursuant to a Board Resolution), the Guarantor (when authorized by a Guarantor's Board Resolution) and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:; (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Issuer or the Guarantor and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor, as the case may be, herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company Issuer or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinIssuer or the Guarantor; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided, that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 202 and 301, including the provisions and procedures relating to Securities convertible into Common Stock or Preferred Stock, as the case may be; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons of any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities if any material respect; or (11) to effect the assumption by the Guarantor or a subsidiary thereof pursuant to Section 805.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9ii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (10iii) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default efault are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (iv) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (v) to secure the Securities pursuant to the requirements of Section 8.01 or 10.06, or otherwise; or (vi) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (viii) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (ix) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9ii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (10iii) to add any additional Events of Default with respect to all or any series of the Securities (and and, if such Events Event of Default are to be is applicable to less than all series of Securities, stating that specifying the series to which such Events Event of Default are expressly being included is applicable); (iv) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision; (v) to secure the Securities; (vi) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and/or 3.02; (vii) to evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); (viii) to provide for the issuance of uncertificated Securities of one or more series in addition to or in place of certificated Securities; (ix) to conform any provision hereof to the requirements of the Trust Indenture Act or otherwise as necessary to comply with applicable law; (x) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; (xi) to modify the provisions of Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner not materially adverse to the Holders thereof; or (xii) to make any other provisions with respect to matters or questions arising under this Indenture; provided such series)other provisions as may be made shall not adversely affect the interests of the Holders of Outstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9ii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (10iii) to add any additional Events of Default with respect to all or any series of the Securities (and and, if such Events Event of Default are to be is applicable to less than all series of Securities, stating that specifying the series to which such Events Event of Default are expressly being included is applicable); (iv) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision; (v) to secure the Securities; (vi) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and/or 3.02; (vii) to evidence and provide for the benefit acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); (viii) to provide for the issuance of uncertificated Securities of one or more series in addition to or in place of certificated Securities; (ix) to conform any provision hereof to the requirements of the Trust Indenture Act or otherwise as necessary to comply with applicable law; (x) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; or (xi) to make any other provisions with respect to matters or questions arising under this Indenture; provided such series)other provisions as may be made shall not adversely affect the interests of the Holders of Outstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such -------- ------- additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely -------- affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including the provisions and procedures relating to Securities convertible into Common Stock or Preferred Stock; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not -------- adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the -------- interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Section 901 of the Base Indenture shall not apply with respect to the Securities, and this Section 8.01 shall replace Section 901 of the Base Indenture in its entirety. Without the consent of any HoldersHolder, the Company (when authorized by a Board Resolution) and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with conform the terms of this Indenture or the Securities to the description thereof in the Preliminary Prospectus Supplement, as supplemented by the issuer free writing prospectus related to the offering of the Securities filed by the Company with the Commission pursuant to Rule 433 under the Securities Act of 1933 on May 30, 2019; (b) to evidence the succession by a Successor Company and to provide for the purpose assumption by a Successor Company of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior Company’s obligations under the Indenture; (c) to add guarantees with respect to the execution of such supplemental indenture in any material respect; orSecurities; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3d) to secure the Securities; or; (4e) to establish the form of issue additional Securities of any series as permitted by Sections 2.01 and 3.01; orpursuant to Section 2.01(c); (5f) in connection with any transaction described in Section 4.07 hereof, to provide that the Securities are convertible into Reference Property, subject to the provisions described in Section 4.03 hereof, and make related changes to the terms of the Securities to the extent expressly required by the Indenture; (g) to evidence the succession of another Person add to the Company’s covenants or Events of Default such further covenants, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to restrictions or confer upon the Trustee conditions for the benefit of the Holders (or any additional rightsother holders) or surrender any right or power conferred upon the Company by the Indenture; (h) to cure any ambiguity, remediesdefect or inconsistency in this Indenture or the Securities, powers including to eliminate any conflict with the Trust Indenture Act, or authorityto make any other change that does not adversely affect the rights of any Holder in any material respect; (i) to provide for a successor Trustee; (j) to comply with the Applicable Procedures of the Depository; or (7k) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants requirement of the Company for Commission in connection with the benefit qualification of the Holders of all or any series of Securities (and if such covenants are to be for Indenture under the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company herein; or (10) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Issuer (when authorized by or pursuant to a Board Resolution), the Guarantor (when authorized by a Guarantor's Board Resolution) and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:; (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Issuer or the Guarantor and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor, as the case may be, herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company Issuer or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinIssuer or the Guarantor; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series).; PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registerable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided, that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 202 and 301, including the provisions and procedures relating to Securities convertible into Common Stock or Preferred Stock, as the case may be; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons of any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities if any material respect; or (11) to effect the assumption by the Guarantor or a subsidiary thereof pursuant to Section 805; or

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by a Board Resolution, the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, hereto for any of the following purposes: : (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the SecuritiesSecurities or the Guarantees; or or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default, or to surrender a any right or power herein conferred on upon the Company hereinor the Guarantor; or or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) >shall neither apply to any 47 56 Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holder of any such Security with respect to such provision and (B) shall not become effective in respect of any Security of any series created prior to the execution of such supplemental indenture until such time as there is no such Security of such series Outstanding; or (6) to secure the Securities and the Guarantees pursuant to the requirements of Section 1008 or otherwise; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301 or of the related Guarantees as permitted by Section 206; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to provide for the assumption by the Guarantor or a wholly owned subsidiary (subject to and upon compliance with the provisions of Section 801) of all liabilities and obligations of the Company with respect to the Securities of one or more series and any related coupons, and upon such assumption, the release of the Company from all such liabilities and obligations. SECTION 902. Supplemental Indentures With Consent of Holders. With the consent of the Holders of not less than 66 2/3% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company, when authorized by a Board Resolution, the Guarantor, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1007, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest or Additional Amounts thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting, or (3) modify any of the provisions of this Section or Section 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or 48 57 waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8), or (4) change in any manner adverse to the interests of the Holders of any Outstanding Securities the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payment of the principal thereof and any premium or interest or Additional Amounts thereon or any sinking or analogous fund payments provided in respect thereof. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 903.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into 86 79 one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5a) to evidence the succession of another Person corporation to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; orSecurities contained; (6b) to grant convey, transfer, assign, mortgage or pledge any property to or confer with the Trustee or to surrender any right or power herein conferred upon the Trustee Company; (c) to provide for the benefit issuance under this Indenture of the Holders any additional rights, remedies, powers or authority; or Securities in bearer form (7including securities registrable as to principal only) and to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities ofprovide for exchangeability of such Securities for Securities issued hereunder in fully registered form, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; ormake all appropriate changes for such purpose; (9d) to establish the form or terms of Securities of any series as permitted by Sections 2.01 or 3.01; (e) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (10f) to add any additional Events of Default Default; (and if g) to change or eliminate any of the provisions of this Indenture; provided that any such Events change or elimination shall become effective only when there is no Security Outstanding of Default are any series created prior to be applicable the execution of such supplemental indenture which is entitled to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such provision; 87 80 (h) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interest of the Holders of Securities of any series; or (i) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b).

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, the Company when authorized by a Board Resolution, and the TrusteeTrustee may, at any time and from time to time and at any time, may amend the Securities of a series or enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard evidence the succession of another corporation to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguityCompany, or curingsuccessive successions, correcting or supplementing any defective or inconsistent provisionand the assumption by the successor corporation of the covenants, provided that such provision shall not adversely affect agreements and obligations of the interests of Holders of Outstanding Securities created prior Company pursuant to the execution of such supplemental indenture in any material respectArticle Eight hereof; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in (i) bearer form, registrable or not registrable as to principal, and/or (ii) coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall not apply to any Outstanding Security of any series issued prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities pursuant to the requirements of Section 8.03 or 10.04 or otherwise; or (7) to establish the form or terms of Securities of any series thereof as permitted by Sections 2.01 and 3.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.09(b); or (9) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make such other provisions with respect to matters or questions arising under this Indenture; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Outstanding Securities or coupons, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Issuer and the Guarantor, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the CompanyIssuer or the Guarantor, as the case may be, and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor, as the case may be, contained herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company Issuer and the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinIssuer or the Guarantor; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or premium, if any, or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 15.02 and 15.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Partnership, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Partnership and the assumption by any such successor of the covenants of the Company Partnership herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company Partnership for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinPartnership; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such 66 supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, the Company when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may amend the Securities of a series or enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein hereunder and in the SecuritiesSecurities or the Guarantees, if any; or (6b) to grant convey, transfer, assign, mortgage or pledge to or confer upon the Trustee as security for the benefit of Securities any property or assets which the Holders any additional rights, remedies, powers or authorityCompany may desire; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9c) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit protection of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, Securities stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on as the Board of Directors of the Company hereinand the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; or (10d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose; or (e) to establish the form or terms of Securities or the Guarantees, if any, of any series as permitted by Sections 2.01 and 3.01; or (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture which shall not adversely affect the interests of any Holder in any material respect; or (g) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11; or (h) to surrender any right or power herein conferred upon the Company; (i) to comply with the requirements of the Commission in order to maintain the qualification of this Indenture under the Trust Indenture Act; or (j) to add or modify any additional other provisions with respect to matters or questions arising under this Indenture which the Company and the Trustee may deem necessary or desirable; provided, however, that such action pursuant to this clause (j) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of any Holder of Securities in any material respect; or (k) to modify the covenants or Events of Default (and if such solely in respect of, or add new covenants or Events of Default are to be applicable to less than all series of Securitiesthat apply solely to, stating that such Events of Default are expressly being included for Securities not Outstanding on the benefit date of such series)supplemental indenture; or (l) to provide for guarantees of the Securities of any series and/or to specify the ranking of the obligations of each Guarantor under its respective Guarantee. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities, pursuant to Article VIII; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such one or more specified series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; or (4) to add any additional Events of Default; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to make any changes that would provide any additional rights or benefits to the Holders of Securities or that do not adversely affect the legal rights under the Indenture of any such Holder; or (8) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (10) to add cure any additional Events ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of Default the Holders of Securities of any series in any material respect; or (and 11) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act. (12) to provide for conversion rights of Holders of Securities in certain events such as a consolidation, merger or sale of all or substantially all of the assets of the Company; or (13) reduce the conversion price, if such Events applicable, of Default are to be applicable to less than all any series of Securities, stating that such Events of Default are expressly being included for the benefit of such series).

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantors and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (62) to grant add a Guarantee and cause any Person to or confer upon become a Guarantor, and/or to evidence the Trustee for succession of another Person to a Guarantor and the benefit assumption by any such successor of the Holders Guarantee of such Guarantor herein and, to the extent applicable, endorsed upon any additional rights, remedies, powers or authoritySecurities; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (93) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinand to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or (4) to add any additional Defaults or Events of Default in respect of all or any series of Securities; or (5) to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (6) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (7) to secure the Securities of any series; or (8) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1, including to reopen any series of any Securities as permitted under Section 3.1; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to comply with any applicable mandatory provision of law or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (11) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act or under any additional Events similar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act. The Trustee is hereby authorized to join with the Company and any Guarantor in the execution of Default (any such supplemental indenture, to make any further appropriate agreements and if stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage, charge or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such Events of Default are to be applicable to less than all series of Securitiessupplemental indenture which affects the Trustee’s own rights, stating that such Events of Default are expressly being included for the benefit of such series)duties or immunities under this Indenture or otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Issuer, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make evidence the succession of another corporation to the Issuer and the assumption by such provision successor of the covenants of the Issuer herein and in regard the Debt Securities; (2) to matters add to the covenants of the Issuer for the benefit of the Holders of all or questions arising under this Indenture as any series of Debt Securities (and, if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Issuer; (3) to add any additional Events of Default (and, if such Events of Default are to be applicable to less than all series of Debt Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular grace period after default (which period may be necessary shorter or desirable and not inconsistent with this Indenture longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the purpose remedies available to the Trustee upon such default or may limit the right of supplying the Holders of a majority in aggregate principal amount of the series of Debt Securities to which such additional Events of Default apply to waive such default; (4) to change or eliminate any omissionrestrictions on the payment of principal (or premium, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionif any) of Debt Securities, provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Debt Securities created prior to the execution of such supplemental indenture any series in any material respect; or; (25) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security of any series created prior to the execution of such supplemental indenture which that is entitled to the benefit of such provision; or; (3) to secure the Securities; or (46) to establish the form or terms of Debt Securities of any series as permitted by Sections 2.01 201 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or301; (7) to permit evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to comply with the Debt Securities of one or more series and to add to or change any duties imposed upon it of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by law; ormore than one Trustee; (8) to specify further add guarantees to the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; orDebt Securities; (9) to add to the covenants supplement any of the Company for provisions of the benefit Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Debt Securities pursuant to Sections 401, 1301 or 1302; provided that any such action shall not adversely affect the interests of the Holders of all Debt Securities of such series or any other series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company herein; orin any material respect; (10) to add cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture that shall not be inconsistent with any provisions of this Indenture, provided such other provisions shall not adversely affect the interests of the Holders of Debt Securities of any series in any material respect; (11) to provide for uncertificated Debt Securities in addition to or in place of certificated Debt Securities; (12) to secure the Debt Securities; (13) to make any changes that would provide any additional Events rights or benefits to Holders of Default Debt Securities or that do not adversely affect the legal rights under the Indenture of any such Holder; (and 14) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (15) to provide for the conversion rights of Holders of Debt Securities in certain events such as an amalgamation, consolidation, merger or sale of all or substantially all of the assets of the Issuer; or (16) to reduce the conversion price, if such Events applicable, of Default are to be applicable to less than all any series of Debt Securities, stating that such Events of Default are expressly being included for the benefit of such series).

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make evidence the succession of another Person to the Company and the assumption by any such provision successor of the covenants of the Company contained herein and in regard the Securities; or (2) to matters add to the covenants of the Company for the benefit of the Holders of all or questions arising under any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture as to provide that Bearer Securities may be necessary registrable as to principal, to change or desirable and not inconsistent with this Indenture eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the purpose issuance of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, Securities in uncertificated form; provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Securities created prior to the execution of such supplemental indenture any series or any related coupons in any material respect; or (25) to change or eliminate any of the provisions of this Indenture, ; provided that any such change or elimination shall become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (36) to secure the Securities; or (47) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law301; or (8) to specify further evidence and provide for the duties and responsibilities of, acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to define further add to or change any of the relationships among, provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, any Authenticating Agent and any Paying Agentpursuant to the requirements of Section 609(b); or (9) to add close this Indenture with respect to the covenants authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided such action shall not adversely affect the Company for the benefit interests of the Holders of all or Securities of any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinany related coupons in any material respect; or (10) to add supplement any additional Events of Default (the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and if discharge of any series of 80 70 Securities pursuant to Sections 401, 1402 and 1403; provided that any such Events action shall not adversely affect the interests of Default are to be applicable to the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect. SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of any series, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series, (1) change the Stated Maturity of the principal of, or any installment of interest on any Security of such series, or reduce the principal amount thereof or the rate of interest thereon or any premium payable on the redemption thereof, or change the coin or currency in which any Securities of such series or any premium of the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof, or (2) reduce the percentage in principal amount of the Outstanding Securities of such series, the consent of whose Holders is required for any such waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 1011, except to increase the percentage of Outstanding Securities of such series required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security of such series affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, stating that such Events or which modifies the rights of Default are expressly being included for the benefit Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series).. Any such supplemental indenture adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, or modifying in any manner the rights of the Holders

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default with respect to all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate the issuance of Securities in global form; or (5) to change or eliminate any of the provisions of this Indenture, PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of 66 any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including any of the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (10) to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Indenture, PROVIDED such action shall not adversely affect the interests of the Holders of Securities of any series; or (11) to cure any ambiguity or correct any mistake, PROVIDED such action shall not adversely affect the interests of the Holders of Securities of any series; or (12) to modify the provisions of Article 12 (except with respect to any Outstanding Securities, to the extent prohibited by clause (5) of Section 8.2).

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Issuer and the Guarantor, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the CompanyIssuer or the Guarantor, as the case may be, and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor, as the case may be, contained herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company Issuer and the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinIssuer or the Guarantor; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or premium, or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 15.02 and 15.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the 71 Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including the provisions and procedures providing for the adjustment of conversion rights pursuant to Section 1607 with respect to Securities convertible into Common Stock and as otherwise contemplated by Section 1613 with respect to Securities convertible into Preferred Stock; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series).; provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to secure the Securities pursuant to the requirements of Section 1008 or otherwise; or (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Issuer and the Guarantor, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the CompanyIssuer or the Guarantor, as the case may be, and the assumption by any such 76 successor of the covenants of the Company Issuer or the Guarantor, as the case may be, contained herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company Issuer and the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinIssuer or the Guarantor; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or premium, or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become 77 effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 15.02 and 15.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, hereto for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9ii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities or any coupon appertaining thereto (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (10iii) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (iv) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (v) to secure the Securities pursuant to the requirements of Section 8.01 or 10.06, or otherwise; or (vi) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company), or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purpose of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; or (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (viii) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; provided that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (ix) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or (x) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (xi) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities as determined in good faith by the Company, as evidenced in an Officers’ Certificate.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, Trustee (at the direction of the Company) at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default with respect to all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); or (4) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (5) to make a change to the Securities of any series that does not adversely affect the rights of any Holder of the Securities of such series; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (10) to conform the Indenture or the Securities to the description thereof in the related prospectus, offering memorandum or disclosure document.

Supplemental Indentures Without Consent of Holders. Without the consent The -------------------------------------------------- Issuer, when authorized by a resolution of any Holdersits Board of Directors, the Company and the Trustee, Trustee may from time to time and at any time and from time to time, may amend the Securities of a series or enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to establish the form and terms of Securities of any series permitted by this Indenture, including without limitation the Exchange Notes; (c) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article Eight hereof; (d) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the protection of the Holders of some or all of the Securities or for the maintenance of ratings on some or all of the Securities, and to make the occurrence, or the occurrence and continuance of a default in any such provision additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in regard to matters or questions arising under this Indenture as may be necessary herein set forth; provided, that in respect of any such -------- additional covenant, restriction, condition or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in any material respect; orthe case of other defaults) or may provide for immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default; (2e) to change or eliminate any of the provisions of this Indenture, ; provided that any such change or elimination shall become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture Series Supplemental Indenture which is entitled to the benefit of such provision; orprovision or such change or elimination is applicable only to Securities issued after the effective date of such change or elimination; (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9f) to add to or modify any transfer restrictions or securities legends as set forth herein; (g) to cure any ambiguity or to cure, correct or supplement any defective provision contained herein or in the covenants Securities of a series, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Company for Board of Directors may deem necessary or desirable, and in any case which the benefit Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities of such series and (ii) shall not adversely affect the interests of the Holders of all or any series of the Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company herein; orand (10h) to add modify or supplement this Indenture or any additional Events indenture supplemental hereto in such manner as to permit the qualification thereof under the Trust Indenture Act or any other similar federal statute hereafter in effect. The Trustee is hereby authorized to join in the execution of Default (any such supplemental indenture, to make any further appropriate agreements and if stipulations that may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such Events supplemental indenture that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of Default are to this Section 7.1 may be applicable to less than all series executed without the consent of Securitiesthe Holders of any of the Securities at the time Outstanding, stating that such Events notwithstanding any of Default are expressly being included for the benefit provisions of such series)Section 7.2 hereof.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, when authorized by a Board Resolution, the Company Guarantor and the Trustee, Trustee may from time to time and at any time and from time to time, may amend the Securities of a series or enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard evidence the succession of another corporation or entity to matters the Company or questions arising under this Indenture as may be necessary the Guarantor, or desirable successive successions, and not inconsistent with this Indenture the assumption by the successor corporation or entity of the covenants, agreements and obligations of the Company or the Guarantor pursuant to Article Eight hereof; (2) to add to the covenants of the Company or the Guarantor or to add additional rights for the purpose benefit of supplying the Holders of all or any omissionseries of Securities (and if such covenants or rights are to be for the benefit of less than all series of Securities, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided stating that such provision shall not adversely affect covenants or rights are expressly being included solely for the interests benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor; (3) to add any additional Events of Default for the benefit of the Holders of Outstanding all or any series of Securities created prior (and if such Events of Default are to be for the execution benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in any material respect; orthe case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (24) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or; (36) to secure the Securities; or; (47) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01; or3.1; (58) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); (9) to evidence cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make such other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the succession of another Person to the Company, and the assumption by any such successor interests of the covenants Holders of Securities of any series in any material respect; (10) to comply with any requirement of the Company herein and Commission in connection with the qualification of the Indenture under the Trust Indenture Act of 1939; (11) to add additional guarantors in respect of the Securities; or (612) to grant make provision with respect to the conversion rights, if any, to holders of the Securities issued pursuant to the requirements any such supplemental indenture. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer assignment, mortgage or confer upon pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee for without the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants of the Company for the benefit consent of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Outstanding Securities, stating that such covenants are expressly being included solely for notwithstanding any of the benefit provisions of such series) or to surrender a right or power conferred on the Company herein; or (10) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such series)Section 9.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium, Make-Whole Amount or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisions; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301 including the provisions and procedures relating to Securities convertible into Common Shares or Preferred Shares, as the case may be; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provisions herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture or to make any other changes, provided that in each case, such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to close this Indenture with respect to the authentication and delivery of additional series of Securities or to qualify, or maintain qualification of, this Indenture under the TIA; or (11) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided in each case that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make evidence the succession of another Person to the Company and the assumption by any such provision successor of the covenants of the Company contained herein and in regard the Securities; or (2) to matters add to the covenants of the Company for the benefit of the Holders of all or questions arising under any Series of Securities (and if such covenants are to be for the benefit of less than all Series of Securities, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default for the benefit of the Holders of all or any Series of Securities (and if such Events of Default are to be for the benefit of less than all Series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such Series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those Series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture as to provide that Bearer Securities may be necessary registrable as to principal, to change or desirable and not inconsistent with this Indenture eliminate any restrictions on the payment of principal of or for the purpose of supplying any omissionpremium or Make-Whole Amount, curing any ambiguityif any, or curinginterest, correcting if any, on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or supplementing any defective to permit or inconsistent provisionfacilitate the issuance of Securities in uncertificated form, provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Securities created prior to the execution of such supplemental indenture any Series or any related coupons in any material respect; or (25) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding Security of any series Series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (36) to secure the Securities; or (47) to establish the form or terms of Securities of any series Series and any related coupons as permitted or contemplated by Sections 2.01 and 3.01; or (5) 8) to evidence and provide for the succession acceptance of another Person appointment hereunder by a successor Trustee with respect to the Company, Securities of one or more Series and the assumption by to add to or change any such successor of the covenants provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it trusts hereunder by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the more than one Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants to, change or eliminate any of the Company for provisions of this Indenture to such extent as shall be necessary to comply with the benefit rules or regulations of the Holders of all any securities exchange or automated quotation system on which any series of Securities (and if such covenants are to may be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) listed or to surrender a right or power conferred on the Company hereintraded; or (10) to add cure any additional Events ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of Default this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any Series or any related coupons in any material respect; or (11) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and if discharge of any Series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such Events action shall not adversely affect the interests of Default are to be applicable to less than all series the Holders of Securities, stating that such Events of Default are expressly being included for the benefit Securities of such series)Series and any related coupons or any other Series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Trustee and the TrusteeSecurities Administrator, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the TrusteeTrustee and the Securities Administrator, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (10c) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding; (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee or successor Securities Administrator with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee or more than one Securities Administrator, pursuant to the requirements of Section 6.11; (h) to secure the Securities of any series; DB1/88479535.4 (i) to qualify an indenture under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, or to comply with the requirements of the SEC in order to maintain the qualification of such indenture under the Trust Indenture Act; (j) to cure any ambiguity or omission, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; (k) to conform any provision of the Indenture or any debt securities to the description thereof reflected in any prospectus (including this prospectus), prospectus supplement, offering memorandum or similar offering document used in connection with the initial offering or sale of such debt securities to the extent that such description was intended to be verbatim recitation of a provision of the Indenture, the debt securities or any related guarantees or security documents; or (l) to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action pursuant to this clause (i) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities in compliance with Article 8; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to secure the Securities, including provisions regarding the circumstances under which collateral may be released or substituted; or (7) to add or provide for a guaranty of the Securities or additional obligors on the Securities; or (8) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (10) to conform this Indenture to the description of the Securities set forth in the Prospectus; (11) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (11) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (12) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles 4 and 13, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Issuer, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make evidence the succession of another corporation to the Issuer and the assumption by such provision successor of the covenants of the Issuer herein and in regard the Subordinated Debt Securities; (2) to matters add to the covenants of the Issuer for the benefit of the Holders of all or questions arising under this Indenture as any series of Subordinated Debt Securities (and, if such covenants are to be for the benefit of less than all series of Subordinated Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Issuer; (3) to add any additional Events of Default (and, if such Events of Default are to be applicable to less than all series of Subordinated Debt Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular grace period after default (which period may be necessary shorter or desirable and not inconsistent with this Indenture longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the purpose remedies available to the Trustee upon such default or may limit the right of supplying the Holders of a majority in aggregate principal amount of the series of Subordinated Debt Securities to which such additional Events of Default apply to waive such default; (4) to change or eliminate any omissionrestrictions on the payment of principal (or premium, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provisionif any) of Subordinated Debt Securities, provided that any such provision action shall not adversely affect the interests of the Holders of Outstanding Subordinated Debt Securities created prior to the execution of such supplemental indenture any series in any material respect; or; (25) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Subordinated Debt Security of any series created prior to the execution of such supplemental indenture which that is entitled to the benefit of such provision; or; (3) to secure the Securities; or (46) to establish the form or terms of Subordinated Debt Securities of any series as permitted by Sections 2.01 201 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or301; (7) to permit evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to comply with the Subordinated Debt Securities of one or more series and to add to or change any duties imposed upon it of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by law; ormore than one Trustee; (8) to specify further add guarantees to the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; orSubordinated Debt Securities; (9) to add to the covenants supplement any of the Company for provisions of the benefit Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Subordinated Debt Securities pursuant to Sections 401, 1301 or 1302; provided that any such action shall not adversely affect the interests of the Holders of all Subordinated Debt Securities of such series or any other series of Subordinated Debt Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company herein; orin any material respect; (10) to add cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture that shall not be inconsistent with any provisions of this Indenture, provided such other provisions shall not adversely affect the interests of the Holders of Subordinated Debt Securities of any series in any material respect; (11) to provide for uncertificated Subordinated Debt Securities in addition to or in place of certificated Subordinated Debt Securities; (12) to secure the Subordinated Debt Securities; (13) to make any changes that would provide any additional Events rights or benefits to Holders of Default Subordinated Debt Securities or that do not adversely affect the legal rights under the Indenture of any such Holder; (and 14) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (15) to provide for the conversion rights of Holders of Subordinated Debt Securities in certain events such as an amalgamation, consolidation, merger or sale of all or substantially all of the assets of the Issuer; or (16) to reduce the conversion price, if such Events applicable, of Default are to be applicable to less than all any series of Subordinated Debt Securities, stating that such Events of Default are expressly being included for the benefit of such series).

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9ii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (10iii) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (iv) [Reserved] (v) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (vi) to secure the Securities pursuant to the requirements of Section 8.01, or otherwise; or (vii) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company), or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; or (viii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (ix) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect, in each case as determined in good faith by the Company, as evidenced in an Officers’ Certificate; or (x) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect as determined in good faith by the Company, as evidenced in an Officers’ Certificate; or (xi) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (xii) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities as determined in good faith by the Company, as evidenced in an Officers’ Certificate.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (62) to grant convey, transfer, assign, mortgage or pledge any property to or confer with the Trustee or to surrender any right or power herein conferred upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authorityCompany; or (73) to permit establish the Trustee to comply with form or terms of Securities of any duties imposed upon it series as permitted by lawSections 2.1 or 3.1; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (94) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (105) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (6) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (b) not apply to any Outstanding Securities; or (7) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the interest of the Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to a Trust and for so long as any of the corresponding series of Preferred Securities issued by such Trust shall remain outstanding, the holders of such Preferred Securities; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration 57 of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (9) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including the provisions and procedures relating to Securities convertible into Common Stock or Preferred Stock; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Debt Securities, the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee for the Debt Securities of any or all series, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the such Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for evidence the purpose succession of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior another corporation to the execution Company pursuant to Article 8, and the assumption by any such successor of such supplemental indenture the covenants of the Company herein and in any material respectthe Debt Securities contained; or (2) to add to the covenants of the Company, for the benefit of the Holders of all or any particular series of Debt Securities (and, if such covenants are to be for the benefit of fewer than all series of Debt Securities, stating that such covenants are being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default with respect to any or all series of Debt Securities (and, if any such Event of Default applies to fewer than all series of Debt Securities, stating each series to which such Event of Default applies); or (4) to add to, change or eliminate any of the provisions of this Indenture, provided provided, however, that any such addition, change or elimination shall become effective only when there is no Debt Security Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) provision and as to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01which such supplemental indenture would apply; or (5) to evidence and provide for the succession acceptance of another Person appointment hereunder of a Trustee other than Star Bank, N.A. as Trustee for a series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the Company, and the assumption by any such successor requirements of the covenants of the Company herein and in the SecuritiesSection 6.9; oror 55 - 50 - (6) to grant evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or confer upon the Trustee for the benefit change any of the Holders any additional rightsprovisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, remedies, powers or authoritypursuant to the requirements of Section 6.11(b); or (7) to permit establish the Trustee conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Debt Securities, as herein set forth, and other conditions, limitations and restrictions thereafter to comply with any duties imposed upon it by lawbe observed; or (8) to specify further supplement any of the duties provisions of this Indenture to such extent as shall be necessary to permit or facilitate the satisfaction and responsibilities ofdischarge of any series of Debt Securities pursuant to Section 4.1; provided, and to define further however, that any such action shall not adversely affect the relationships among, interests of the Trustee, Holders of Debt Securities of such series or any Authenticating Agent and other series of Debt Securities in any Paying Agentmaterial respect; or (9) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinTrust Indenture Act; or (10) to add cure any additional Events of Default (and if such Events of Default are ambiguity, to correct or supplement any provision herein which may be applicable inconsistent with any other provision herein, to less than all series of Securitiesconvey, stating that such Events of Default are expressly being included transfer, assign, mortgage or pledge any property to or with the Trustee for the benefit Debt Securities of any series or to surrender any right or power herein conferred upon the Company, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such series)action shall not adversely affect the rights of the Holders of Debt Securities of any particular series in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee for the Debt Securities of any series, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for evidence the purpose succession of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior another Corporation to the execution rights of the Company and the assumption by such supplemental indenture successor of the covenants of the Company contained herein and in any material respectthe Debt Securities; or (2) to add to the covenants of the Company, for the benefit of the Holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series, stating that such Events of Default are expressly being included solely to be applicable to such series); or (4) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisionprovision and as to which such supplemental indenture would apply; or (35) to secure the SecuritiesDebt Securities or to provide that any of the Company’s obligations under any series of the Debt Securities shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; or (46) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Debt Securities pursuant to Article IV or XIV; or (7) to establish the form or terms of Securities Debt Securities, if any, of any series as permitted by Sections 2.01 2.1 and 3.01; or (5) to evidence the succession of another Person to the Company3.1, and the assumption including providing for conversion or other rights as contemplated by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by lawSection 3.1; or (8) to specify further evidence and provide for the duties and responsibilities of, acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Debt Securities and to define further add to or change any of the relationships among, provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, any Authenticating Agent pursuant to the requirements of Sections 6.10 and any Paying Agent6.11; or (9) to add cure any ambiguity, or to correct or supplement any provision herein, or in any supplemental indenture, which may be defective or inconsistent with any other provision herein, to eliminate any conflict between the covenants terms hereof and the Trust Indenture Act or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture and as long as such additional provisions do not adversely affect the Company for the benefit interests of the Holders of all or in any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinmaterial respect; or (10) to add change conversion rights in accordance with Section 15.4; or (11) to modify the provisions of Article XVI (except, with respect to any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Outstanding Securities, stating to the extent prohibited by clause 5 of Section 10.2); or (12) to make any change that such Events does not adversely affect the interests of Default are expressly being included for the benefit holders of such series)the Debt Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, may, and subject to Section 903, the Trustee, at any time and from time to time, may amend the Securities of a series or shall, enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to provide for uncertificated Securities in addition to or in place of the Certificated Securities; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is not Outstanding any Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (6) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (7) to secure the Securities pursuant to the requirements of Section 1012 or otherwise; or (8) to establish the form or terms of Securities of any series permitted by Sections 201 and 301, including the provisions and procedures, if applicable, for the conversion of such Securities into the Company's Common Stock or Preferred Stock; or (9) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders of Securities of any series; or (10) to comply with any requirements of the Commission in order to effect and maintain the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without From time to time, when authorized by a resolution of the consent Board of any HoldersDirectors, the Company and the Trustee, at without notice to or the consent of any time and from time to timeHolders of the Debentures, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposessupplement this Indenture: (1a) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for evidence the purpose succession of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior another Person to the execution Company and the assumption by any such successor of such supplemental indenture the covenants of the Company contained herein and in any material respectthe Debentures; or (2b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Debentures (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; provided, however, that in respect of any such additional covenant, restriction or condition on the Company, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; or (c) to add any additional Events of Default with respect to all or any series of Debentures (as shall be specified in such supplemental indenture); or (d) to change or eliminate any of the provisions of this Indenture, provided provided, that any such change or elimination shall become effective only when there is no Outstanding Security Debenture outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4e) to establish the form or terms of Securities Debentures of any series as permitted by Sections 2.01 and 3.01Section 2.1 or, in lieu of any such supplemental indenture, the Company may provide the Trustee with an Officer's Certificate with respect to the form or terms of such Debentures; or (5f) to evidence and provide for the succession acceptance of another Person appointment hereunder by a successor Trustee with respect to the CompanyDebentures of one or more series, and the assumption by to add to or change any such successor of the covenants provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Company herein and in the Securitiestrusts hereunder by more than one Trustee; or (6g) to grant cure any ambiguity, to correct or confer upon supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture or under any supplemental indenture, which shall not adversely affect the Trustee for the benefit interests of the Holders of Debentures of any additional rights, remedies, powers or authorityseries then outstanding in any material respect; or (7h) to permit add to, delete from or revise the Trustee to comply with any duties imposed upon it by lawconditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Debentures as herein set forth; or (8) i) to specify further comply with requirements of the duties and responsibilities of, and SEC in order to define further effect or maintain qualification of this Indenture under the relationships among, the Trustee, any Authenticating Agent and any Paying AgentTIA; or (9j) subject to add Section 12.12, to make any change in Article XII that would limit or terminate the covenants benefits available to any holder of the Company for the benefit of the Holders of all or any series of Securities (and if Senior Indebtedness under such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company hereinArticle; or (10k) to add supplement any additional Events of Default (the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and if such Events discharge of Default are to be applicable to less than all any series of Securities, stating Debentures provided that any such Events action shall not adversely affect the interests of Default are expressly being included for the benefit any Holder of a Debenture of such series)series or any other Debenture in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities in compliance with Article 8; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to secure the Securities, including provisions regarding the circumstances under which collateral may be released or substituted; or (7) to add or provide for a guaranty of the Securities or additional obligors on the Securities; or (8) to establish the form or terms of Securities of any series as permitted by Section 2.1 and Section 3.1; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (11) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article 4 and Article 13, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9ii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (10iii) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (iv) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (v) to secure the Securities pursuant to the requirements of Section 8.01 or 10.06, or otherwise; or (vi) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (viii) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (ix) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without (a) The Company and the Trustee may amend this Indenture or the Securities or waive any provision hereof without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposesHolder: (1i) to cure any ambiguity, defect or inconsistency; (ii) to comply with Section 7.01 hereof; (iii) to provide for uncertificated Securities in addition to certificated Securities; (iv) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided change that such provision shall does not adversely affect the interests legal rights hereunder of Holders any Holder of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding a Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisionseries; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9ii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or225 (10v) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); (vi) to change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (vii) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01 hereof; (viii) to evidence and provide for the acceptance of appointment hereunder of a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 9.08 hereof; (ix) to supplement any of the provisions of the Indenture to such extent as shall be necessary to implement the provisions of Article 11 hereof or discharge of any series of Securities pursuant to Sections 12.01 and 12.02 hereof; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series in any material respect; or (x) to comply with the qualification of this Indenture under the TIA. (b) Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 13.06 hereof, the Trustee will join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and make any further appropriate agreements and stipulations that may be contained therein. After an amendment or waiver under this Section 13.01 becomes effective, the Company will mail to the Holders of each Security affected thereby a notice describing the amendment or waiver. Any failure of the Company to mail such notice, will not, however, affect the validity of any such supplemental indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, the Company when authorized by a Board Resolution and the Trustee, Trustee may from time to time and at any time and from time to time, may amend the Securities of a series or enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities; orpursuant to Article Eight hereof; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in (i) bearer form, registrable or not registrable as to principal, and/or (ii) coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (6) to secure the Securities pursuant to the requirements of Section 8.03 or 10.04 or otherwise; (7) to establish the form or terms of Securities of any series thereof as permitted by Sections 2.01 and 3.01; (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.09(b); and (9) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make such other provisions with respect to matters or questions arising under this Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Outstanding Securities, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5a) to evidence the succession of another Person corporation to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Subordinated Debt Securities; or; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Subordinated Debt Securities (and and, if such covenants are to be for the benefit of less than all series of Subordinated Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (10c) to add any additional Events of Default or Defaults; (and if d) to add to, change or eliminate any of the provisions of this Subordinated Debt Securities Indenture, or any supplemental indenture, provided that any such Events change or elimination shall become effective only when there is no Subordinated Debt Security Outstanding of Default are any series created prior to be applicable the execution of such supplemental indenture effecting such change or elimination which is entitled to less than all series of Securities, stating that such Events of Default are expressly being included for the benefit of such seriesprovision, and adversely affected by such addition, change or elimination; (e) to secure the Subordinated Debt Securities; (f) to establish the form or terms of Subordinated Debt Securities of any series as permitted by Sections 2.01 or 3.01; (g) to change any Place of Payment, so long as the Place of Payment as required by Section 3.01 is maintained; (h) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in any supplemental indenture; (i) to make any other provisions with respect to matters or questions arising under this Subordinated Debt Securities Indenture, provided such action shall not adversely affect the interests of the Holders of Subordinated Debt Securities of any series in any material respect; (j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Debt Securities of one or more series and to add to or change any of the provisions of this Subordinated Debt Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (k) to change or eliminate any provision of this Subordinated Debt Securities Indenture as permitted by Section 1.07.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions or this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301, including the provisions and procedures relating to Securities convertible into Common Stock or Preferred Stock, as the case may be; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to close the Indenture with respect to the authentication and delivery of additional sums of Securities or to qualify, or maintain qualification of, the Indenture under the TIA; or (11) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person Corporation to the Company, Company and the assumption by any such successor of the covenants of the Company Company, herein and in the SecuritiesSecurities and coupons; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default Default; or (and 4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal (or premium, if such Events any) on Registered Securities or of Default are principal (or premium, if any) or any interest on Bearer Securities, to permit Registered Securities to be applicable exchanged for Bearer Securities or to less than all permit the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of Securitiesthe provisions of this Indenture, stating provided that any such Events change or elimination shall become effective only when there is no Security Outstanding of Default are expressly being included for any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series, to contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b); or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or or (10) to conform this Indenture to any amendments to the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5i) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9ii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (10iii) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series).; provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (iv) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (v) to secure the Securities pursuant to the requirements of Section 8.01 or 10.06, or otherwise; or (vi) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or (vii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (viii) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (62) to grant convey, transfer, assign, mortgage or pledge any property to or confer with the Trustee or to surrender any right or power herein conferred upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authorityCompany; or (73) to permit establish the Trustee to comply with form or terms of Securities of any duties imposed upon it series as permitted by lawSections 2.01 or 3.01; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (94) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (105) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (6) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only -------- when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (7) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the interest of the Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to a Trust and for so long as any of the corresponding series of Preferred Securities issued by such Trust shall remain outstanding, the holders of such Preferred Securities; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (9) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (62) to grant convey, transfer, assign, mortgage or pledge any property to or confer with the Trustee or to surrender any right or power herein conferred upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authorityCompany; or (73) to permit establish the Trustee to comply with form or terms of Securities of any duties imposed upon it series as permitted by lawSections 2.1 or 3.1; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (94) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (105) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (6) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (b) not apply to any Outstanding Securities; or (7) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the interest of the Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to a Trust and for so long as any of the corresponding series of Preferred Securities issued by such Trust shall remain outstanding, the holders of such Preferred Securities; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (9) at such time, if any, as this Indenture is qualified under the Trust Indenture Act, to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities in compliance with Article 8; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to secure the Securities, including provisions regarding the circumstances under which collateral may be released or substituted; or (7) to add or provide for guaranties of the Securities or additional obligors on the Securities; or (8) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (11) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles 4 and 13, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included 55 66 solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series), provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to secure the Securities pursuant to the requirements of Section 1008 or otherwise; or (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or (8) to provide for uncertificated securities in addition to certificated securities; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (11) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Section 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the holders of Securities of such series or any other series of Securities in any material respect; or (12) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eight; or (13) to comply with the rules or regulations of any securities exchange on which any of the Securities may be listed; or (14) to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided that such action does not adversely affect the rights or interests of any Holder of Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Issuers and the Guarantor, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to either or both of the Company, Issuers and the assumption by any such successor of the covenants of the Company such Issuers herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of the Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinIssuers; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of the Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of the Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of the Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of the Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of the Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to provide security for the Securities; or (7) to establish the form or terms of the Securities of any series as permitted by Sections 2.01 and 3.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.07; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (10) to add to, change, or eliminate any of the provisions of this Indenture to such extent as shall be necessary to add or substitute any of the Partnership’s Subsidiaries as a co-issuer of securities of an applicable series.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series), provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to secure the Securities pursuant to the requirements of Section 1008 or otherwise; or (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or (8) to provide for uncertificated securities in addition to certificated securities; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series; or (11) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Section 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the holders of Securities of such series or any other series of Securities; or (12) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eight; or (13) to comply with the rules or regulations of any securities exchange on which any of the Securities may be listed; or (14) to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided that such action does not adversely affect the rights or interests of any Holder of Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, the Company when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may amend the Securities of a series or enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard evidence the succession of another corporation or entity to matters the Company, or questions arising under this Indenture as may be necessary successive successions, and the assumption by the successor corporation or desirable entity of the covenants, agreements and not inconsistent with this Indenture obligations of the Company pursuant to Article Eight hereof; (2) to add to the covenants of the Company or to add additional rights for the purpose benefit of supplying the Holders of all or any omissionseries of Securities (and if such covenants or rights are to be for the benefit of less than all series of Securities, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided stating that such provision shall not adversely affect covenants or rights are expressly being included solely for the interests benefit of such series) or to surrender any right or power herein conferred upon the Company; (3) to add any additional Events of Default for the benefit of the Holders of Outstanding all or any series of Securities created prior (and if such Events of Default are to be for the execution benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in any material respect; orthe case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (24) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or; (36) to secure the Securities; or; (47) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01; or (5) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or3.1; (8) to specify further evidence and provide for the duties and responsibilities of, acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to define further add to or change any of the relationships among, provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, any Authenticating Agent and any Paying Agent; orpursuant to the requirements of Section 6.11(b); (9) to add cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make such other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the covenants of the Company for the benefit interests of the Holders of all or Securities of any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a right or power conferred on the Company herein; orin any material respect; (10) to add comply with any additional Events requirement of Default the Commission in connection with the qualification of the Indenture under the Trust Indenture Act of 1939; (11) to make provision with respect to the conversion rights, if any, to holders of the Securities issued pursuant to the requirements any such supplemental indenture. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and if such Events stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of Default are to any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.1 may be applicable to less than all series executed by the Company and the Trustee without the consent of the Holders of any of the Outstanding Securities, stating that such Events notwithstanding any of Default are expressly being included for the benefit provisions of such series)Section 9.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5a) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or; (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company herein; orCompany; (10c) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such default, may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (d) [Reserved]; (e) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (f) to subject to this Indenture to additional revenues, properties or Collateral or to otherwise further secure the Securities; (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into Common Stock or Preferred Stock, as the case may be; (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee or different Trustees; (i) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, however, that such provisions shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (j) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided, however, that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company, Company and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (6) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (92) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender a any right or power herein conferred on upon the Company hereinCompany; or (103) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be applicable to for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or (4) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (5) to secure the Securities; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 14.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.