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

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successionsif any, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if any; or (10) to secure the Securities of any series; or (11) to add Guarantees in respect of any series or all of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3) or (5) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA Trust Indenture Act as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such provisions as may be expressly permitted by the TIATrust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA Trust Indenture Act as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successionsif any, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d) to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(23 16(a)(2) of the TIA as in effect at the date as of which this instrument is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (hf) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (ig) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (h) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (i) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if any; or (j) to secure the Securities of any series; or (k) to add Guarantees in respect of any series or all of the Securities; or (l) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (m) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (kb), (c) or (e) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA Trust Indenture Act as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successionsif any, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(23 16(a)(2) of the TIA as in effect at the date as of which this instrument is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, II vI and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if any; or (10) to secure the Securities of any series; or (11) to add Guarantees in respect of any series or all of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3) or (5) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent The Company (when authorized by a resolution of the Holders its Board of any SecuritiesDirectors), the Company Guarantor (when authorized by a Guarantor’s Board Resolution) and the Trustee, Trustee for the Securities of an affected Series may from time to time and at any time and from time to time, may enter into one an indenture or more indentures supplemental hereto (which shall conform to the provisions of the TIA Trust Indenture Act, if such act shall then be applicable to the Indenture, as in force at the date of the execution thereof), in form satisfactory to the such Trustee, and applicable to a particular Series of Securities or all Series of Securities Outstanding or to be Outstanding hereunder for any one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge as security for the Securities of one or more Series any property or assets; (b) to evidence the succession of another corporation Corporation to the CompanyCompany or the Guarantor, or successive successions, and the assumption by any such the successor Corporation of the covenants, agreements and obligations of the Company or the Guarantor, as the case may be, pursuant to Article 8 hereof; orNine; (bc) to add to the covenants of the Company or the Guarantor, as the case may be, such further covenants, restrictions restrictions, conditions or conditions for the protection of the Holders of the Securities of any or all series provisions as the Company Board of Directors or the Guarantor’s Board of Directors, as applicable, and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and Series and, if such additional covenants or the surrender of such right or power are to be for the benefit of less than all series the Series of Securities, Securities stating that such covenants are expressly being included or such surrenders are expressly being made added solely for the benefit of one such Series, and to make the occurrence, or more specified seriesthe 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 (and if such additional Events of Default are to be for the benefit of less than all Series of the Securities stating that such Events of Default are being added solely for the benefit of such Series); orprovided, 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 not less than a majority in aggregate principal amount at Maturity of the Securities of such Series to waive such an Event of Default; (cd) to cure any ambiguity, 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 any such other provisions with respect in regard to matters or questions arising under this Indenture that do or under any supplemental indenture as the Board of Directors or the Guarantor’s Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; orSecurities; (e) to add guarantors establish the form or co-obligors with respect to terms of Securities of any series of Securities; orSeries as permitted by Sections 2.1 and 2.3; (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities 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 the one Trustee, pursuant to the requirements of Section 6.11 hereof6.11; or (ig) for the issuance of a different Series of Securities; provided, that prior to add the issuance of any additional Events such different Series, a supplemental indenture may change any provision of Default this Indenture applicable only to such Series. Any amendment described in respect of clause (d) above made solely to conform this Indenture or the Securities of any a particular Series to the final prospectus, offering memorandum or all series (and if such additional Events of Default are other disclosure document provided to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission investors in connection with the qualification initial offering of this Indenture under such Securities by the TIA; or (k) Company will not be deemed to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders in any respect. The Trustee is hereby authorized to join with the Company and the Guarantor in the execution of any such Securitiessupplemental indenture, but the Trustee shall not be obligated to 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 may be executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 8.2.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions to surrender any right or power herein conferred upon the Company, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which that may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in TIA Section 316(a)(2) of the TIA as in effect at the date as of which this instrument is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series that are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of any series; or (11) to add guarantors in respect of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act or to comply with the rules of any applicable securities depositary. No supplemental indenture for the purposes identified in Clauses (k2), (3), (5) or (7) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successionsif any, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of any series; or (11) to add Guarantees in respect of any series or all of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3) or (5) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions to surrender any right or power herein conferred upon the Company, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, Three and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof611; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series issuance of Securities that does not in coupon as well as fully registered form. No supplemental indenture for the purposes identified in Clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests interest of the Holders of such SecuritiesSecurities of any series.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successionsany Guarantor, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are as described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of any series pursuant to Section 10.06 or otherwise; or (11) to add additional guarantors in respect of the Securities; or (12) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in Clauses (k2), (3), (5) or (7) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successionsif any, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Class A Shares or other Marketable Securities of the Securities of any series which are convertible into Class A Shares or other Marketable Securities, if different from those set forth in Article XII ; or (10) to secure the Securities of any series; or (11) to add Guarantees in respect of any series or all of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3), (5) or (7) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successionsif any, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XIII; or (10) to secure the Securities of any series; or (11) to add Guarantees in respect of any series or all of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3) or (5) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesSecurities or coupons, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions for the protection benefit of the Holders of the all or any series of Securities of and any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company coupons appertaining thereto (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified such series), or to surrender any right or power herein conferred upon the Company; or (c3) 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 indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do Indenture, which shall not adversely affect the interests of the Holders of Outstanding Securities of any series in or any material respectcoupons appertaining thereto; or (d4) to secure payment of the Outstanding Securities equally and ratably with certain other liens as and to the extent required by this Indenture; or (5) to add to or change or eliminate any of the provisions of this Indenture such provisions as to provide that Bearer Securities may be expressly permitted by registrable as to principal, to change or eliminate any restrictions on the TIApayment of principal of (or premium, excludingif any) or interest, howeverif any, on Registered Securities or of principal of (or premium, if any) or any 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 provisions referred to issuance of Securities in Section 316(a)(2) uncertificated form, provided, that, any such action shall not adversely affect the interests of the TIA as in effect at Holders of Outstanding Securities of any series or the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enactedcoupons, if any, appertaining thereto; or (e6) to add guarantors or co-obligors with respect any additional Events of Default (and if such Events of Default are to any be for the benefit of less than all series of SecuritiesSecurities stating that such Events of Default are expressly being included solely for the benefit of such series); or (f7) to secure make any series change not otherwise permitted by this Section that does not adversely affect the rights of Securitiesany Securityholder; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or 8) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the rights of the Holders of the Securities of any seriesTrust Indenture Act; or (h9) to establish the form and terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (10) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to Securities of one or more series of 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 requirements of Section 6.11 hereof6.11(b), provided any supplemental indenture with respect to any initial appointment by the Company in connection with the establishment of the terms of a series as provided in Section 3.01 may be signed by the Company and the trustee to be appointed with respect to such series; or (i11) to add change or eliminate any additional Events of Default in respect of the Securities provisions of this Indenture, provided, that, any such change or elimination shall become effective only when there is no Outstanding Security of any or all series (and if created prior to the execution of such additional Events of Default are indenture supplemental hereto which is entitled to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securitiesprovision.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA Trust Indenture Act as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such provisions as may be expressly permitted by the TIATrust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA Trust Indenture Act as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to secure any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (hg) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (ih) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (ji) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; or (kj) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successionsany Guarantor, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XIII; or (10) to secure the Securities of any series pursuant to Section 10.06 or otherwise; or (11) to add additional guarantors in respect of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in Clauses (k2), (3), (5) or (7) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions to surrender any right or power herein conferred upon the Company, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect or the interests of the Holders of Securities of or make any series in any material respectother changes herein or therein; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, Securities as provided in and subject to the terms of Article 3 hereofThree (including the issuance of further securities having identical terms to the series of any Securities so that the further issue is consolidated and forms a single series with the Securities), and to set forth the terms thereof, thereof and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof611; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series issuance of Securities that does not in bearer form, to the extent permitted by law, with coupons as well as fully registered form. No supplemental indenture for the purposes identified in clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests of the Holders of such Securitiesthe Securities in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesThe Company, the Company when authorized by a Board Resolution, and the TrusteeTrustee may, at any time and from time to time, may and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation legal entity to the Company, or successive successions, and the assumption by any such a successor legal entity of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or8; (b) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions for the protection of the Holders of the Securities of any or all series provisions as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or; (c) to cure any ambiguity, 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 any such other provisions with respect in regard to matters or questions arising under this Indenture that do or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities of any series in any material respect; or; (d) to add to to, change or eliminate any of the provisions (other than as noted in Section 7.02) of this Indenture such provisions as may be expressly permitted by the TIAIndenture, excludingprovided, however, that any such addition, change or elimination shall not adversely affect the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series; orseries as permitted by Section 2.01 and Section 2.03; (hf) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder trustee with respect to the Securities of one or more series of 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 Trusteetrustee, pursuant to the requirements of Section 6.11 hereof5.10; or (ig) allow for the possibility of repayment of principal and interest that is written down pursuant to add any additional Events of Default write-down, bail-in respect of the Securities of any or all series (and if such additional Events of Default are other provisions applicable to be in respect of less than all a particular series of Securities, stating to the extent that such Events the Company considers that it has become permissible to do so under relevant laws and regulations applicable at the time of Default are expressly being included solely for the benefit of one or more specified series); or (j) modification. The Trustee is hereby authorized to comply join with the requirements Company in the execution of the Commission in connection with the qualification of this Indenture under the TIA; or (k) any such supplemental indenture, to make any change in further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any series property thereunder, but the Trustee shall not be obligated to 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 Securities that does not adversely affect in any material respect this Section may be executed without the interests consent of the Holders of such Securitiesany of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successionsany Guarantor, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of any series pursuant to Section 10.06 or otherwise; or (11) to add additional guarantors in respect of the Securities; or (12) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in Clauses (k2), (3), (5) or (7) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Bank, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successionsBank, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofBank herein and in the Securities contained; or (b) to add to the covenants of the Company such further covenantsBank, restrictions or conditions to surrender any right or power herein conferred upon the Bank, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein which may be 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 that do so long as it does not adversely affect have a material adverse effect on the interests of the Holders of Securities rights of any series in any material respectHolder; or (d) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal Federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, Three and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (hf) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of Securities 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 Section 6.11 hereof6.11; or (ig) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (jh) to comply provide for the issuance of Securities in bearer form, to the extent permitted by law, with the requirements of the Commission in connection with the qualification of this Indenture under the TIAcoupons as well as fully registered form; or (ki) to make any change in any series of Securities that does such other changes to this Indenture as shall not adversely affect in any material respect the interests of the Holders of such Securitiesthe Securities in any material respect. No supplemental indenture for the purposes identified in clauses (b), (c) or (e) above may be entered into unless to do so would not adversely affect the interest of the Securityholders of any series; provided, further, that no supplemental indenture for the purposes identified in clause (i) above may be entered into unless to do so would not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect the interest of the Securityholders of any series.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions to surrender any right or power herein conferred upon the Company, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal Federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, securities as provided in Article 3 hereof, Three and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof611; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series issuance of Securities that does not in coupon as well as fully registered form. No supplemental indenture for the purposes identified in Clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests interest of the Holders of such SecuritiesSecurities of any series.

Supplemental Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another corporation any Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer, as applicable, herein and in the Notes; (bii) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of SecuritiesCo-Issuer, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); oras applicable; (ciii) convey, transfer, assign, mortgage or pledge any property to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights conditions, limitations or restrictions on the authorized amount, terms and purposes of the Holders issue, authentication and delivery of the Securities of any series; orNotes; (hiv) to evidence and provide for the acceptance of appointment by another corporation as hereunder of a successor Trustee hereunder with respect to one or more series of Securities Xxxxxxx 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) correct or amplify the Commission description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional property to the lien of this Indenture; (vi) modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent not required thereunder; (vii) accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise; (viii) otherwise correct any inconsistency or cure any ambiguity, omission or mistake; (ix) take any action commercially reasonably necessary or advisable to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or otherwise being treated as a foreign corporation engaged in a trade or business in the United States for federal income tax purposes, or to prevent the Issuer, the Holders of the Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (x) evidence any waiver or elimination by the Rating Agency of any requirement or condition of the Rating Agency set forth herein or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes; (xi) accommodate the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise; (xii) authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the qualification listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xiii) evidence changes to applicable laws and regulations; (xiv) reduce the minimum denominations required for transfer of the Notes; (xv) modify the provisions of this Indenture under with respect to reimbursement of Nonrecoverable Interest Advances if (a) the TIA; orLoan Obligation Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for federal income tax purposes, as evidenced by an Opinion of Counsel; (kxvi) modify the procedures set forth in this Indenture relating to make compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Loan Obligation Manager, the Trustee, any change in any series of Securities that does paying agent, the servicer or the special servicer and would not adversely affect in any material respect the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Loan Obligation Manager must provide a copy of any such amendment to the Information Agent for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agency; and (xvii) make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) satisfaction of the Rating Agency Condition. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding and is rated, the Trustee shall provide to the Rating Agency a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agency a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional 15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and, unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice, as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected by such proposed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if (i) as a result of such supplemental indenture, the interests of any Holder of Securities would be materially and adversely affected thereby, unless the Majority of each and every Class of Notes or the Preferred Shares so affected have approved such supplemental indenture (but, in each case, disregarding any Securities beneficially owned by the Loan Obligation Manager or any of its affiliates) or (ii) such action would adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent. The Trustee shall be entitled to rely upon (i) the receipt of notice from the Rating Agency or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Loan Obligation Manager certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and expiry of the time period set forth in the above paragraph, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s Certificate. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader, Xxxxxxxxxx & Xxxx LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or (y) be treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes. (b) Notwithstanding Section 8.1(a) or any other provision of this Indenture, without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) conform this Indenture to the provisions described in this Offering Memorandum (or any supplement thereto); (ii) to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of this Indenture; and (iii) to update this Indenture for any Xxxxx’x Test Modification in the manner set forth in Section 12.4 hereof.

Supplemental Indentures Without Consent of Securityholders. Without notice to or the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions to surrender any right or power herein conferred upon the Company, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguityambiguity or omission herein, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do Indenture, which shall not adversely affect be inconsistent with the interests provisions of the Holders of Securities of any series in any material respectthis Indenture; or (d4) to add to this Indenture such provisions as may be expressly permitted by the TIATrust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(23.16(a)(2) of the TIA Trust Indenture Act as in effect at the date as of which this instrument is was executed or any corresponding provision in any similar federal statute hereafter enactedenacted or to comply with the Securities Act of 1933, as amended, or any requirements of the Securities and Exchange Commission; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, including any convertible securities, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, Three and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or6.11; (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with conform this Indenture to the requirements description of the Commission Securities contained in connection with the qualification Company's prospectus and the applicable prospectus supplement, relating to the offering of this Indenture under Securities. No supplemental indenture for the TIA; or purposes identified in clause (k3) above may be entered into if, in the good faith opinion of the Board of Directors or the Trustee, to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests interest of the Holders of such SecuritiesSecurities of any series.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions to surrender any right or power herein conferred upon the Company, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenture, or herein; or (4) to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect or the interests of the Holders of Securities of or make any series in any material respectother changes herein or therein; or (d5) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g6) to establish any form of Security, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, Securities as provided in and subject to the terms of Article 3 hereofThree (including the issuance of further securities having identical terms to the series of any Securities so that the further issue is consolidated and forms a single series with the Securities), and to set forth the terms thereof, thereof and/or to add to the rights of the Holders of the Securities of any series; or (h7) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof611; or (i) 8) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j9) to comply with provide for the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series issuance of Securities that does not in bearer form, to the extent permitted by law, with coupons as well as fully registered form. No supplemental indenture for the purposes identified in clauses (2), (3), (4), (6) or (8) above may be entered into if to do so would adversely affect in any material respect the interests of the Holders of such Securitiesthe Securities in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by 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 enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation Person to the Company, Company or successive successionsthe Guarantor, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor the Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or the Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, Three and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof611; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series issuance of Securities that does not in coupon as well as fully registered form. No supplemental indenture for the purposes identified in Clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests interest of the Holders of such SecuritiesSecurities of any series.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successionsany Guarantor, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereof, II and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements issuance of the Commission Securities in connection with the qualification of this Indenture under the TIAcoupon as well as fully registered form; or (k9) to make any change in provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of Securities that does not any series. No supplemental indenture for the purposes identified in Clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by any such successor of the rights, powers, covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or; (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or; (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or; (e) to add guarantors or co-obligors with respect to any series of Securities; or; (f) to secure any series of Securities; or; (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or; (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or; (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or; (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successions, any Guarantor and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; oror any Guarantor herein and in the Securities or the Guarantees relating thereto; (b2) to add to the covenants of the Company such further covenantsor the Guarantors, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or the rights or powers of the Guarantors, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or; (c3) 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 indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture Indenture; provided that do any such supplemental indenture shall not materially and adversely affect the interests of the Holders of Securities Securityholders of any series in any material respect; orseries; (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or; (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereof2, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or; (h6) to evidence and provide for the acceptance of the appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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, Trustee pursuant to Section 6.11 hereof; or6.11; (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); (8) to provide for the issuance of Securities in coupon as well as in fully registered form; (9) to secure the Securities of any series pursuant to Section 10.06 or otherwise; (10) to evidence the addition of any Subsidiary of the Company as a Guarantor hereunder or the release or discharge of any Guarantor hereunder and any of its obligations hereunder in accordance with Article 12; (11) subject to any limitations established pursuant to Section 3.01, to provide for the issuance of additional Securities of any series; (12) 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 Security described in clause (A)(i) Outstanding; or (j13) to comply with the requirements of the Commission in connection with the qualification supplement any provisions of this Indenture under to such extent as shall be necessary to permit or facilitate the TIA; or (k) to make any change in satisfaction, defeasance and discharge of any series of Securities pursuant to Section 4.01 and 4.03; provided that does any such action shall not adversely affect in any material respect the interests of the Holders of Securities of such Securitiesseries or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesSecurities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions for the protection benefit of the Holders of the all or any series of Securities of and any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company coupons appertaining thereto (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified such series), or to surrender any right or power herein conferred upon the Company; or (c3) 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 indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do Indenture, which shall not adversely affect the interests of the Holders of Outstanding Securities of any series in or any material respectcoupons appertaining thereto; or (d4) to secure payment of the Outstanding Securities equally and ratably with certain other liens as and to the extent required by this Indenture; or (5) to add to or change or eliminate any of the provisions of this Indenture such provisions as to provide that Bearer Securities may be expressly permitted by registrable as to principal, to change or eliminate any restrictions on the TIApayment of principal of (or premium, excludingif any) or interest, howeverif any, on Registered Securities or of principal of (or premium, if any) or any 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 provisions referred to issuance of Securities in Section 316(a)(2) uncertificated form, provided, that, any such action shall not adversely affect the interests of the TIA as in effect at Holders of Outstanding Securities of any series or the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enactedcoupons, if any, appertaining thereto; or (e6) to add guarantors or co-obligors with respect any additional Events of Default (and if such Events of Default are to any be for the benefit of less than all series of SecuritiesSecurities stating that such Events of Default are expressly being included solely for the benefit of such series); or (f7) to secure make any series change not otherwise permitted by this Section that does not adversely affect the rights of Securitiesany Securityholder; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or 8) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the rights of the Holders of the Securities of any seriesTrust Indenture Act; or (h9) to establish the form and terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (10) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to Securities of one or more series of 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 requirements of Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series6.11(b); or (j11) to comply with the requirements change or eliminate any of the Commission in connection with the qualification provisions of this Indenture under the TIA; or (k) to make Indenture, provided, that, any such change in or elimination shall become effective only when there is no Outstanding Security of any series of Securities that does not adversely affect in any material respect created prior to the interests of the Holders execution of such Securitiesindenture supplemental hereto which is entitled to the benefit of such provision.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successionsany Guarantor, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant or any Guarantor herein and in the Securities contained, including, but not limited to, any such succession and assumption occurring upon a conversion by the Company from a partnership to Article 8 hereofa corporation; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture Indenture, provided that do such action pursuant to this clause (3) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereof, II and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereofU6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements issuance of the Commission Securities in connection with the qualification of this Indenture under the TIAcoupon as well as fully registered form; or (k9) to make add new guarantors; or (10) 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 in 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 not such Security Outstanding; or (11) to secure the Securities that does not of any series pursuant to Section 10.08 or otherwise or to guarantee any series; or (12) to evidence the succession of new obligors and the extinguishment of the obligations of the Company and the Guarantors pursuant to Section 11.04. No supplemental indenture for the purposes identified in Clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA Trust Indenture Act as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 VIII hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such provisions as may be expressly permitted by the TIATrust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA Trust Indenture Act as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 II hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 III hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successionsany Guarantor, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements issuance of the Commission Securities in connection with the qualification of this Indenture under the TIAcoupon as well as fully registered form; or (k9) to make any change in provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of Securities that does not any series pursuant to Section 10.06 or otherwise. No supplemental indenture for the purposes identified in Clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successions, the Guarantor and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor the Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor the Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series if any, or to surrender any right or power herein conferred upon the Company or the Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to secure the Securities of any series; or (10) to add additional guarantors in respect of any series or all of the Securities; or (11) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (12) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3) or (5) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without notice to or the consent of the Holders any Holder of any SecuritiesSecurity or coupon, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for herein and in the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (hii) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof8.11; or (iiii) to add any additional Events of Default in respect to the covenants of the Company, for the benefit of the Holders of Securities of all or any or all series (and if such additional Events of Default covenants are 77 to be in respect for the benefit of less than all series of Securities, stating that such Events of Default covenants are expressly being included solely for the benefit of one or more specified such series), or to surrender any rights or power herein conferred upon the Company; or (jiv) to comply cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) any other provision herein, or to make any change in any series of Securities other provisions with respect to matters or questions arising under this Indenture, provided that does such action shall not adversely affect in any material respect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (v) to add any additional Defaults or Events of Default with respect to all or any series of the Securities (and, if such Default or Event of Default is applicable to less than all series of Securities, specifying the series to which such Default or Event of Default is applicable); or (vi) 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 premium, if any), Maturity Consideration or any 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 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 (vii) 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 adversely affected by such change in or elimination of such provisions; or (viii) to establish the form or terms of a Security of any series as permitted by Sections 2.01 and 3.01; or (ix) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (x) to provide for conversion rights of the Holders of the Securities of any series to enable such Holders to convert such Securities into other securities of the Company.

Supplemental Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another corporation any Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer, as applicable, herein and in the Notes; (bii) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of SecuritiesCo-Issuer, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); oras applicable; (ciii) convey, transfer, assign, mortgage or pledge any property to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights conditions, limitations or restrictions on the authorized amount, terms and purposes of the Holders issue, authentication and delivery of the Securities of any series; orNotes; (hiv) to evidence and provide for the acceptance of appointment by another corporation as hereunder of a successor Trustee hereunder with respect to one or more series of Securities Xxxxxxx 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (iv) correct or amplify the description of any property at any time subject to add the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional Events property to the lien of Default this Indenture; (vi) modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in respect of applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities of Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent not required thereunder; (vii) otherwise correct any inconsistency or all series cure any ambiguity, omission or mistake; (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely viii) take any action commercially reasonably necessary or advisable for the benefit of one or more specified series); or (j) Issuer to comply with FATCA or Cayman FATCA Legislation or to prevent the requirements Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or from being treated as a foreign corporation engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net income basis, or to prevent the Issuer, the Holders of the Commission Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (ix) evidence any waiver or elimination by a Rating Agency of any requirement or condition of such Rating Agency set forth herein or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes; (x) accommodate the issuance or settlement of the Notes in global or book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise; (xi) authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the qualification listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xii) evidence changes to applicable laws and regulations; (xiii) to modify, eliminate or add to any of its provisions in the event the U.S. Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, in order to modify or eliminate the risk retention requirements in the event of such amendment or repeal; provided that the Trustee has received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the U.S. Credit Risk Retention Rules; (xiv) reduce the minimum denominations required for transfer of the Notes (except as provided in Section 8.2(i)); (xv) modify the provisions of this Indenture under with respect to reimbursement of Nonrecoverable Interest Advances if (a) the TIA; orLoan Obligation Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for U.S. federal income tax purposes, as evidenced by an Opinion of Counsel; (kxvi) modify the procedures set forth in this Indenture relating to make compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Loan Obligation Manager, the Trustee, any change paying agent, the servicer or the special servicer (in any series of Securities that does each case, without such party’s consent) and would not adversely affect in any material respect the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Loan Obligation Manager must provide a copy of any such amendment to the Information Agent for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agencies; (xvii) at the direction of 100% of the holders of the Preferred Shares (including any party that will become the beneficial owner of 100% of the Preferred Shares because of a default under any financing arrangement for which the Preferred Shares are security), modify the provisions of this Indenture to adopt restrictions provided by tax counsel in order to prevent the Issuer from being treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise become subject to U.S. federal withholding tax or U.S. federal income tax on a net income basis; (xviii) make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) an Officer’s Certificate of the Loan Obligation Manager; and (xix) make any modification or amendment determined by the Issuer or the Loan Obligation Manager (in consultation with legal counsel of national reputation experienced in such matters and independent of the Issuer and any Affiliates thereof) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) (1) to enable the Issuer to rely upon the exemption or exclusion from registration as an investment company provided by Rule 3a-7 under the Investment Company Act or another exemption or exclusion from registration as an investment company under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof) or (2) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Notes; provided that (subject to further provisions on modification and amendment of this Indenture) such action will not adversely affect the tax classification of the Notes as indebtedness for U.S. federal income tax purposes or constitute an event requiring a U.S. Holder to recognize gain or loss with respect to a Note for U.S. federal income tax purposes. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding and is rated, the Trustee shall provide to the Rating Agencies a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agencies a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional 15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and, unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice, as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected by such proposed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if such action would adversely affect the tax classification of the Notes as indebtedness for U.S. federal income tax purposes or constitute an event requiring a U.S. Holder to recognize gain or loss with respect to a Note for U.S. federal income tax purposes. The Trustee shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Loan Obligation Manager certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and expiry of the time period set forth in the above paragraph, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s Certificate. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Clifford Chance US LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or (y) be treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or to otherwise become subject to U.S. federal income tax on a net income basis. (b) Notwithstanding Section 8.1(a) or any other provision of this Indenture, (i) without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) conform this Indenture to the provisions described in the Offering Memorandum (or any supplement thereto); (2) to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of this Indenture; (3) to conform this Indenture to any Xxxxx’x Test Modification in the manner set forth in Section 12.4 hereof; and (ii) at the direction of the Loan Obligation Manager, the Issuer, the Co-Issuer and the Trustee may also enter into supplemental indentures to provide for the Notes of each Class to bear interest based on a Successor Benchmark Rate instead of LIBOR from and after a Payment Date specified in such supplemental indenture (the “Successor Rate Effective Date”) following the occurrence of a Successor Benchmark Rate Event; provided that no such supplemental indenture shall become effective unless there shall have occurred (A) Rating Agency Confirmation with respect thereto and (B) approval by a majority of each Class of outstanding Notes, following delivery to each Noteholder of not less than 60 days prior notice of such supplemental indenture. For purposes of the foregoing in this clause (ii), absence of objection by a 50% or more in outstanding principal amount of any Class of Notes for a period of 30 days following delivery to it of such prior notice shall be deemed, for all purposes of this Indenture, to constitute consent by a majority or more of such Class of Noteholders.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form reasonably satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesNoteholders or the Class A-1R Note Agent, the Company Issuer, when authorized by all necessary action, and the Trustee, with the written consent of each Hedge Counterparty delivered to the Issuer and the Trustee and notice to each Noteholder, and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation Person to the Company, or successive successions, Issuer and the assumption by any such successor Person of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer herein and in the Notes; (b) to add to the covenants of the Company such further covenants, restrictions Issuer or conditions the Trustee for the protection benefit of the Holders of Noteholders, the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Certificateholder, each Hedge Counterparty or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); orIssuer; (c) to cure convey, transfer, assign, mortgage or pledge any ambiguity, property to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or add to make any other provisions with respect to matters the conditions, limitations or questions arising under this Indenture that do not adversely affect restrictions on the interests authorized amount, terms and purposes of the Holders issue, authentication and delivery of Securities of any series in any material respect; orthe Notes; (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to one or more series of Securities Txxxxxx 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (e) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (f) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder; (g) to make such changes as shall be necessary or advisable in order for the listed Notes to be listed on an exchange, including the Irish Stock Exchange; (h) to accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of the Depository Trust Company or otherwise; (i) to add enable the Issuer and the Trustee to rely upon any additional Events of Default in respect of exemption from registration under the Securities of any Exchange Act or all series (and if the Investment Company Act or to remove certain existing restrictions to the extent not required under such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); orexemption; (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; oraccommodate, modify or amend existing and/or replacement Hedge Agreements; (k) to otherwise correct any inconsistency or cure any ambiguity or mistake or supplement any provision in this Indenture which may be defective or inconsistent with any other provision or make any modification that is of a formal, minor or technical nature; (l) to make any change in any series of Securities that does not materially and adversely affect the rights of the holders of the Offered Notes; (m) to take any action commercially reasonably necessary or advisable to (i) prevent the Issuer or any of its Affiliates (other than a TRS) from being subject to U.S. federal, state or local income, profits or similar tax on a net income tax basis, (ii) prevent the Issuer, the Noteholders, the Certificateholder or the Trustee from being subject to withholding or other taxes, fees or assessments, or (iii) prevent the status of CapitalSource Inc. (or any of its Affiliates, as the case may be) as a REIT from being jeopardized; (n) evidence or implement any change to this Indenture required by regulations or guidelines enacted to support the USA Patriot Act; and (o) to conform this Indenture to the provisions described in the Offering Memorandum dated December 18, 2006 (or any material respect supplement thereto) The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated by a Rating Agency, the Trustee shall not enter into any such supplemental indenture if, as a result of such supplemental indenture, the Rating Agency Condition would not be satisfied. At the cost of the Issuer, for so long as any Class of Notes shall remain Outstanding and is rated by a Rating Agency, the Trustee shall provide to such Rating Agency a copy of any proposed supplemental indenture at least 15 days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation that such Rating Agency will not, as a result of such supplemental indenture, cause the rating of any such Class of Notes to be reduced or withdrawn, and, as soon as practicable after the execution by the Trustee, the Issuer of any such supplemental indenture, provide to such Rating Agency a copy of the executed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if, as a result of such supplemental indenture, the interests of any Holder of Securities would be materially and adversely affected thereby or such action will cause the Noteholders to experience any material change to the timing, character or source of the income from the Notes, unless the Majority of each and every Class of Notes or the Certificateholder so affected have approved such Supplemental Indenture. The Trustee shall be entitled to rely upon an Opinion of Counsel provided by and at the expense of the party requesting such supplemental indenture in determining whether or not the Holders of Securities would be adversely affected by such change (after giving notice of such change to the Holders of Securities). Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon an Opinion of Counsel delivered to the Trustee as described in Section 8.3 hereof. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an appropriate tax opinion from a nationally recognized U.S. tax counsel experienced in such matters that (i) the modification will not cause the Noteholders to experience any material change to the timing, character or source of the income from the Notes and (ii) the proposed supplemental indenture will not cause the Issuer to be treated as other than a QRS or other “pass through” entity for federal income tax purposes.

Supplemental Indentures Without Consent of Securityholders. Without The Company, when authorized by a resolution of its Board of Directors, and the consent of Trustee for the Holders Securities of any Securities, the Company Series from time to time and the Trustee, at any time and from time to time, may enter into one an indenture or more indentures supplemental hereto (hereto, which shall conform to the provisions of the TIA Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the such Trustee, for any one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Securities of one or more Series or to provide that any of the Company's obligations under any Series of the Securities or this Indenture shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by any such the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or9; (bc) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and Series and, if such additional covenants or the surrender of such right or power are to be for the benefit of less than all series the Series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made added solely for the benefit of one or more specified series); orsuch Series; (cd) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein which or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any such other provisions with respect in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and that do shall not materially and adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; orSecurities; (e) to add guarantors establish the form or co-obligors with respect to terms of Securities of any series of SecuritiesSeries as permitted by Sections 2.01 and 2.03; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities 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 the one Trustee, pursuant to Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such SecuritiesSection 6.

Supplemental Indentures Without Consent of Securityholders. Without Notwithstanding anything to the consent of the Holders of any Securitiescontrary provided for in Section 9.1 hereof (but subject to Section 9.1(a) hereof), the Company and the TrusteeIssuer, when authorized by a Board Resolution, at any time and from time to time, may may, without the consent of any Securityholders, enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, Trustee for any of the following purposes: (a) in the event that, at any time the Issuer has affirmatively elected to qualify the Securities as Tier I Capital, and the Tier I Regulation does not require payments of Interest to be made out of Distributable Profits, to delete Section 2.7(b) of this Indenture; or (b) to establish the form and terms of Securities permitted by Sections 2.1 and 2.5; or (c) to evidence the succession of another corporation entity to the Company, or successive successions, Issuer and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant Issuer herein contained, subject to Article 8 hereofcompliance with Section 4.13; or (bd) to add evidence the succession of a new Trustee hereunder pursuant to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series)Section 6.9; or (ce) to convey, transfer and assign to the Trustee properties or assets to secure the Securities, and to amplify the description of any property at any time subject to this Indenture or the Securities or to assure, convey and confirm unto the Trustee any property subject or required to be subject to this Indenture or the Securities; or (f) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect or maintain its qualification under the Trust Indenture Act, if necessary, or under any similar United States federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar United States federal statute hereafter enacted; or (g) to permit or facilitate the issuance of Securities in definitive form; or (h) to cure any ambiguity, to correct or supplement any provision herein which in this Indenture or the Securities that may be defective or inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series Securityholders in any material respect; or (di) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities (except for any series of terms established in or pursuant to a Board Resolution in accordance with Section 2.1(c) or 2.2(b)), and which shall be treated, together with any outstanding Original Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights a single issue of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series)securities; or (j) to comply provide for the issuance of Exchange Securities, which shall have terms substantially identical in all material respects to the Initial Securities such Exchanged Securities have been exchanged for, and which shall be treated, together with the requirements any outstanding Initial Securities, as a single issue of the Commission in connection with the qualification of this Indenture under the TIAsecurities; or (k) if the Issuer has affirmatively elected to make qualify the Securities as Tier I Capital to amend the terms of the Securities to reflect any term which is required in the Opinion of Counsel for the Securities to be treated as Tier I Capital; or (l) to add to, change or eliminate any of the provisions of Article 11 in respect of any series of Securities Securities; provided, that does any such action pursuant to this clause (l) shall not adversely affect the interests of the holders of Senior Debt in any material respect without the interests written consent of the Holders each such holder of such SecuritiesSenior Debt.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesSecurities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions for the protection benefit of the Holders of the all or any series of Securities of and any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company coupons appertaining thereto (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified such series), or to surrender any right or power herein conferred upon the Company; or (c3) 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 indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do Indenture, which shall not adversely affect the interests of the Holders of Outstanding Securities of any series in or any material respectcoupons appertaining thereto; or (d4) to secure payment of the Outstanding Securities equally and ratably with certain other liens as and to the extent required by this Indenture; or (5) to add to or change or eliminate any of the provisions of this Indenture such provisions as to provide that Bearer Securities may be expressly permitted by registrable as to principal, to change or eliminate any restrictions on the TIApayment of principal of (or premium, excludingif any) or interest, howeverif any, on Registered Securities or of principal of (or premium, if any) or any 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 provisions referred to issuance of Securities in Section 316(a)(2) uncertificated form, provided, that, any such action shall not adversely affect the interests of the TIA as in effect at the date as Holders of which this instrument is executed Outstanding Securities of any series or any corresponding provision in any similar federal statute hereafter enactedcoupons appertaining thereto; or (e6) to add guarantors or co-obligors with respect any additional Events of Default (and if such Events of Default are to any be for the benefit of less than all series of SecuritiesSecurities stating that such Events of Default are expressly being included solely for the benefit of such series); or (f7) to secure make any series change not otherwise permitted by this Section that does not adversely affect the rights of Securitiesany Securityholder; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or 8) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the rights of the Holders of the Securities of any seriesTrust Indenture Act; or (h9) to establish the form and terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (10) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to Securities of one or more series of 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 requirements of Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series6.11(b); or (j11) to comply with the requirements change or eliminate any of the Commission in connection with the qualification provisions of this Indenture under the TIA; or (k) to make Indenture, provided, that, any such change in or elimination shall become effective only when there is no Outstanding Security of any series of Securities that does not adversely affect in any material respect created prior to the interests of the Holders execution of such Securitiesindenture supplemental hereto which is entitled to the benefit of such provision.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesThe Company, the Company when authorized by Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into one an indenture or more indentures supplemental hereto (which shall conform to the provisions of the TIA Trust Indenture Act of 1939 as in force at the date of the execution thereof), in form satisfactory to the Trustee, ) for any one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor corporation of the covenants, agreements and obligations of the Company pursuant to Article 8 Eleven hereof; or; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of all or any series of Securities, or the Securities coupons appertaining to such Securities, to add any additional Events of Default with respect to all or any series of Securities, or all series as the Company and the Trustee shall consider coupons appertaining to be for the protection of the Holders of the Securities of any or all series such Securities, or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); orCompany; (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of Securities and to add to or change any of the provisions of this Indenture to such extent as shall be necessary to provide for permit or facilitate the administration issuance of the trusts hereunder by more than one Trustee, pursuant to Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the global Securities or Securities of any series in bearer form, registrable or not registrable as to principal, and with or without interest coupons, and to provide for exchangeability of such Securities with Registered Securities issued hereunder and to make all series (appropriate changes for such purpose, and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one add or more specified series); or (j) to comply with the requirements change any of the Commission in connection with the qualification provisions of this Indenture under to such extent as shall be necessary to permit or facilitate the TIA; or (k) to make issuance of uncertificated Securities of any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.series;

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successionsany Guarantor, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereof, II and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements issuance of the Commission Securities in connection with the qualification of this Indenture under the TIAcoupon as well as fully registered form; or (k9) to make any change in provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of Securities that does not any series pursuant to Section 10.06 or otherwise. No supplemental indenture for the purposes identified in Clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successionsany Guarantor, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements issuance of the Commission Securities in connection with the qualification of this Indenture under the TIAcoupon as well as fully registered form; or (k9) to make any change in provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.which are convertible into Common Stock or other Marketable

Supplemental Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another corporation any Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer, as applicable, herein and in the Notes; (bii) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of SecuritiesCo-Issuer, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); oras applicable; (ciii) convey, transfer, assign, mortgage or pledge any property to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights conditions, limitations or restrictions on the authorized amount, terms and purposes of the Holders issue, authentication and delivery of the Securities of any series; orNotes; (hiv) to evidence and provide for the acceptance of appointment by another corporation as hereunder of a successor Trustee hereunder with respect to one or more series of Securities Xxxxxxx 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (iv) correct or amplify the description of any property at any time subject to add the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional Events property to the lien of Default this Indenture; (vi) modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in respect of applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities of Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent not required thereunder; (vii) otherwise correct any inconsistency or all series cure any ambiguity, omission or mistake; (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely viii) take any action commercially reasonably necessary or advisable for the benefit of one or more specified series); or (j) Issuer to comply with FATCA or to prevent the requirements Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or from being treated as a foreign corporation engaged in a trade or business in the United States for federal income tax purposes or otherwise subject to U.S. federal income tax on a net income basis, or to prevent the Issuer, the Holders of the Commission Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (ix) evidence any waiver or elimination by a Rating Agency of any requirement or condition of such Rating Agency set forth herein or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes; (x) accommodate the issuance or settlement of the Notes in global or book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise; (xi) authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the qualification listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xii) evidence changes to applicable laws and regulations; (xiii) reduce the minimum denominations required for transfer of the Notes (except as provided in Section 8.2(i)); (xiv) modify the provisions of this Indenture under with respect to reimbursement of Nonrecoverable Interest Advances if (a) the TIA; orLoan Obligation Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for federal income tax purposes, as evidenced by an Opinion of Counsel; (kxv) modify the procedures set forth in this Indenture relating to make compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Loan Obligation Manager, the Trustee, any change paying agent, the servicer or the special servicer (in any series of Securities that does each case, without such party’s consent) and would not adversely affect in any material respect the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Loan Obligation Manager must provide a copy of any such amendment to the Information Agent for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agencies; (xvi) at the direction of 100% of the holders of the Preferred Shares (including any party that will become the beneficial owner of 100% of the Preferred Shares because of a default under any financing arrangement for which the Preferred Shares are security), modify the provisions of this Indenture to adopt restrictions provided by tax counsel in order to prevent the Issuer from being treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise become subject to U.S. federal withholding tax or U.S. federal income tax on a net income basis ; (xvii) make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) an Officer’s Certificate of the Loan Obligation Manager; and (xviii) make any modification or amendment determined by the Issuer or the Loan Obligation Manager (in consultation with legal counsel of national reputation experienced in such matters and independent of the Issuer and any Affiliates thereof) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) (1) to enable the Issuer to rely upon the exemption or exclusion from registration as an investment company provided by Rule 3a-7 under the Investment Company Act or another exemption or exclusion from registration as an investment company under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof) or (2) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Notes. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding and is rated, the Trustee shall provide to the Rating Agencies a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agencies a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional 15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and, unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice, as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected by such proposed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if such action would adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent. The Trustee shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Loan Obligation Manager certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and expiry of the time period set forth in the above paragraph, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s Certificate. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader, Xxxxxxxxxx & Xxxx LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or (y) be treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or to otherwise become subject to U.S. federal income tax on a net income basis. (b) Notwithstanding Section 8.1(a) or any other provision of this Indenture, without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) conform this Indenture to the provisions described in the Offering Memorandum (or any supplement thereto); (ii) to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of this Indenture; and (iii) to conform this Indenture to any Xxxxx’x Test Modification in the manner set forth in Section 12.4 hereof.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or 36 more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successionsif any, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of any series; or (11) to add Guarantees in respect of any series or all of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3) or (5) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such Securities.Outstanding Securities of any series in any material respect. 37

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successionsif any, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Class A Shares or other Marketable Securities of the Securities of any series which are convertible into Class A Shares or other Marketable Securities, if different from those set forth in Article XIII; or (10) to secure the Securities of any series; or (11) to add Guarantees in respect of any series or all of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3), (5) or (7) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another corporation any Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer, as applicable, herein and in the Notes; (bii) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of SecuritiesCo-Issuer, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); oras applicable; (ciii) convey, transfer, assign, mortgage or pledge any property to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights conditions, limitations or restrictions on the authorized amount, terms and purposes of the Holders issue, authentication and delivery of the Securities of any series; orNotes; (hiv) to evidence and provide for the acceptance of appointment by another corporation as hereunder of a successor Trustee hereunder with respect to one or more series of Securities Xxxxxxx 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (iv) correct or amplify the description of any property at any time subject to add the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional Events property to the lien of Default this Indenture; (vi) modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in respect of applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities of Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent not required thereunder; (vii) otherwise correct any inconsistency or all series cure any ambiguity, omission or mistake; (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely viii) take any action commercially reasonably necessary or advisable for the benefit of one or more specified series); or (j) Issuer to comply with FATCA or Cayman FATCA Legislation or to prevent the requirements Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or from being treated as a foreign corporation engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net income basis, or to prevent the Issuer, the Holders of the Commission Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (ix) evidence any waiver or elimination by a Rating Agency of any requirement or condition of such Rating Agency set forth herein or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes; (x) accommodate the issuance or settlement of the Notes in global or book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise; (xi) authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the qualification listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xii) evidence changes to applicable laws and regulations; (xiii) to modify, eliminate or add to any of its provisions in the event the U.S. Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, in order to modify or eliminate the risk retention requirements in the event of such amendment or repeal; provided that the Trustee has received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the U.S. Credit Risk Retention Rules; (xiv) reduce the minimum denominations required for transfer of the Notes (except as provided in Section 8.2(i)); (xv) modify the provisions of this Indenture under with respect to reimbursement of Nonrecoverable Interest Advances if (a) the TIA; orLoan Obligation Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for U.S. federal income tax purposes, as evidenced by an Opinion of Counsel; (kxvi) modify the procedures set forth in this Indenture relating to make compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Loan Obligation Manager, the Trustee, any change paying agent, the servicer or the special servicer (in any series of Securities that does each case, without such party’s consent) and would not adversely affect in any material respect the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Loan Obligation Manager must provide a copy of any such amendment to the Information Agent for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agencies; (xvii) at the direction of 100% of the holders of the Preferred Shares (including any party that will become the beneficial owner of 100% of the Preferred Shares because of a default under any financing arrangement for which the Preferred Shares are security), modify the provisions of this Indenture to adopt restrictions provided by tax counsel in order to prevent the Issuer from being treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise become subject to U.S. federal withholding tax or U.S. federal income tax on a net income basis; (xviii) make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) an Officer’s Certificate of the Loan Obligation Manager; and (xix) make any modification or amendment determined by the Issuer or the Loan Obligation Manager (in consultation with legal counsel of national reputation experienced in such matters and independent of the Issuer and any Affiliates thereof) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) (1) to enable the Issuer to rely upon the exemption or exclusion from registration as an investment company provided by Rule 3a-7 under the Investment Company Act or another exemption or exclusion from registration as an investment company under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof) or (2) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Notes; provided that (subject to further provisions on modification and amendment of this Indenture) such action will not adversely affect the tax classification of the Notes as indebtedness for U.S. federal income tax purposes or constitute an event requiring a U.S. Holder to recognize gain or loss with respect to a Note for U.S. federal income tax purposes. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding and is rated, the Trustee shall provide to the Rating Agencies a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agencies a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional 15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and, unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice, as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected by such proposed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if such action would adversely affect the tax classification of the Notes as indebtedness for U.S. federal income tax purposes or constitute an event requiring a U.S. Holder to recognize gain or loss with respect to a Note for U.S. federal income tax purposes. The Trustee shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Loan Obligation Manager certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and expiry of the time period set forth in the above paragraph, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s Certificate. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Clifford Chance US LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or (y) be treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or to otherwise become subject to U.S. federal income tax on a net income basis. (b) Notwithstanding Section 8.1(a) or any other provision of this Indenture, (i) without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) conform this Indenture to the provisions described in the Offering Memorandum (or any supplement thereto); (2) to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of this Indenture; (3) to conform this Indenture to any Xxxxx’x Test Modification in the manner set forth in Section 12.4 hereof; and (ii) at the direction of the Loan Obligation Manager, the Issuer, the Co-Issuer and the Trustee may also enter into supplemental indentures to provide for the Notes of each Class to bear interest based on a Successor Benchmark Rate instead of LIBOR from and after a Payment Date specified in such supplemental indenture following the occurrence of a Successor Benchmark Rate Event; provided that no such supplemental indenture shall become effective unless there shall have occurred (A) satisfaction of the Rating Agency Condition with respect thereto and (B) approval by a majority of each Class of outstanding Notes, following delivery to each Noteholder of not less than 60 days prior notice of such supplemental indenture. For purposes of the foregoing in this clause (ii), absence of objection by a 50% or more in outstanding principal amount of any Class of Notes for a period of 30 days following delivery to it of such prior notice shall be deemed, for all purposes of this Indenture, to constitute consent by a majority or more of such Class of Noteholders.

Supplemental Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another corporation any Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer, as applicable, herein and in the Notes; (bii) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of SecuritiesCo-Issuer, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); oras applicable; (ciii) convey, transfer, assign, mortgage or pledge any property to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights conditions, limitations or restrictions on the authorized amount, terms and purposes of the Holders issue, authentication and delivery of the Securities of any series; orNotes; (hiv) to evidence and provide for the acceptance of appointment by another corporation as hereunder of a successor Trustee hereunder with respect to one or more series of Securities Xxxxxxx 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (iv) correct or amplify the description of any property at any time subject to add the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional Events property to the lien of Default this Indenture; (vi) modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in respect of applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent not required thereunder; (vii) accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise; (viii) otherwise correct any inconsistency or all series cure any ambiguity, omission or mistake; (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely ix) take any action commercially reasonably necessary or advisable for the benefit of one or more specified series); or (j) Issuer to comply with FATCA or to prevent the requirements Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or from being treated as a foreign corporation engaged in a trade or business in the United States for federal income tax purposes, or to prevent the Issuer, the Holders of the Commission Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (x) evidence any waiver or elimination by a Rating Agency of any requirement or condition of such Rating Agency set forth herein or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes; (xi) accommodate the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise; (xii) authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the qualification listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xiii) evidence changes to applicable laws and regulations; (xiv) reduce the minimum denominations required for transfer of the Notes; (xv) modify the provisions of this Indenture under with respect to reimbursement of Nonrecoverable Interest Advances if (a) the TIA; orLoan Obligation Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for federal income tax purposes, as evidenced by an Opinion of Counsel; (kxvi) modify the procedures set forth in this Indenture relating to make compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Loan Obligation Manager, the Trustee, any change paying agent, the servicer or the special servicer (in any series of Securities that does each case, without such party’s consent) and would not adversely affect in any material respect the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Loan Obligation Manager must provide a copy of any such amendment to the Information Agent for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agencies; (xvii) at the direction of 100% of the holders of the Preferred Shares (including any party that will become the beneficial owner of 100% of the Preferred Shares because of a default under any financing arrangement for which the Preferred Shares are security), modify the provisions of this Indenture to adopt restrictions provided by tax counsel in order to prevent the Issuer from being treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise become subject to U.S. federal withholding tax or U.S. federal income tax on a net income basis; (xviii) make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) an Officer’s Certificate of the Loan Obligation Manager; and (xix) make any modification or amendment determined by the Issuer or the Loan Obligation Manager (in consultation with legal counsel of national reputation experienced in such matters and independent of the Issuer and any Affiliates thereof) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) (1) to enable the Issuer to rely upon the exemption or exclusion from registration as an investment company provided by Rule 3a-7 under the Investment Company Act or another exemption or exclusion from registration as an investment company under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof) or (2) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Notes. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding and is rated, the Trustee shall provide to the Rating Agencies a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agencies a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional 15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and, unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice, as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected by such proposed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if such action would adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent. The Trustee shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Loan Obligation Manager certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and expiry of the time period set forth in the above paragraph, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s Certificate. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader, Xxxxxxxxxx & Xxxx LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or (y) be treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or to otherwise become subject to U.S. federal income tax on a net income basis. (b) Notwithstanding Section 8.1(a) or any other provision of this Indenture, without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) conform this Indenture to the provisions described in the Offering Memorandum (or any supplement thereto); (ii) to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of this Indenture; and (iii) to update this Indenture for any Moody’s Test Modification in the manner set forth in Section 12.4 hereof.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the any Holders of any Securities, the Company Company, when authorized by or pursuant to a Board Reso lution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)supple mental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h2) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 admini stration of the trusts hereunder by more than one Trustee, pursuant to Section 6.11 hereof8.08; or (i3) to add any additional Events of Default in respect to the covenants of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of SecuritiesCompany, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series Holders of Securities of all or any series, or to surrender any right or power herein conferred upon the Company, provided that does such action shall not adversely affect in any material respect the interests of the Holders of Securities of any series in any material respect; or (4) to cure any ambiguity, to correct or supplement any provision in this Indenture or in the Securities which may be inconsistent with any other provision in this Indenture or in such Securities, or to make any other provisions with respect to matters or questions arising under this Indenture or in such Securities; or (5) to establish the form of any Security, as permitted by Section 2.02, and to provide for the issuance of any series of Securities, as permitted by Section 3.01, and to set forth the terms thereof; or (6) to make any other amendments, modifications or supplements hereto or to the Securities, provided, that such amendments, modifications or supplements shall only apply to Securities of one or more series to be thereafter issued or shall not adversely affect the rights of any Holder of any Outstanding Security.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA Trust Indenture Act as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements agreements, and obligations of the Company pursuant to Article 8 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which that may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such provisions as may be expressly permitted by the TIATrust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA Trust Indenture Act as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Supplemental Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another corporation any Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer, as applicable, herein and in the Notes; (bii) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of SecuritiesCo-Issuer, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); oras applicable; (ciii) convey, transfer, assign, mortgage or pledge any property to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights conditions, limitations or restrictions on the authorized amount, terms and purposes of the Holders issue, authentication and delivery of the Securities of any series; orNotes; (hiv) to evidence and provide for the acceptance of appointment by another corporation as hereunder of a successor Trustee hereunder with respect to one or more series of Securities Xxxxxxx 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (iv) correct or amplify the description of any property at any time subject to add the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional Events property to the lien of Default this Indenture; (vi) modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in respect of applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent not required thereunder; (vii) accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise; (viii) otherwise correct any inconsistency or all series cure any ambiguity, omission or mistake; (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely ix) take any action commercially reasonably necessary or advisable for the benefit of one or more specified series); or (j) Issuer to comply with FATCA or to prevent the requirements Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or from being treated as a foreign corporation engaged in a trade or business in the United States for federal income tax purposes, or to prevent the Issuer, the Holders of the Commission Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (x) evidence any waiver or elimination by a Rating Agency of any requirement or condition of such Rating Agency set forth herein or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes; (xi) accommodate the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise; (xii) authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the qualification listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xiii) evidence changes to applicable laws and regulations; (xiv) reduce the minimum denominations required for transfer of the Notes; (xv) modify the provisions of this Indenture under with respect to reimbursement of Nonrecoverable Interest Advances if (a) the TIA; orLoan Obligation Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for federal income tax purposes, as evidenced by an Opinion of Counsel; (kxvi) modify the procedures set forth in this Indenture relating to make compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Loan Obligation Manager, the Trustee, any change paying agent, the servicer or the special servicer (in any series of Securities that does each case, without such party’s consent) and would not adversely affect in any material respect the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Loan Obligation Manager must provide a copy of any such amendment to the Information Agent for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agencies; (xvii) make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) an Officer’s Certificate of the Loan Obligation Manager; and (xviii) make any modification or amendment determined by the Issuer or the Loan Obligation Manager (in consultation with legal counsel of national reputation experienced in such matters and independent of the Issuer and any Affiliates thereof) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) (1) to enable the Issuer to rely upon the exemption or exclusion from registration as an investment company provided by Rule 3a-7 under the Investment Company Act or another exemption or exclusion from registration as an investment company under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof) or (2) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Notes. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding and is rated, the Trustee shall provide to the Rating Agencies a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agencies a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional 15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and, unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice, as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected by such proposed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if such action would adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent. The Trustee shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Loan Obligation Manager certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and expiry of the time period set forth in the above paragraph, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s Certificate. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader, Xxxxxxxxxx & Xxxx LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or (y) be treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or to otherwise become subject to U.S. federal income tax on a net income basis. (b) Notwithstanding Section 8.1(a) or any other provision of this Indenture, without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) conform this Indenture to the provisions described in the Offering Memorandum (or any supplement thereto); (ii) to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of this Indenture; and (iii) to update this Indenture for any Xxxxx’x Test Modification in the manner set forth in Section 12.4 hereof.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions to surrender any right or power herein conferred upon the Company, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) 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 indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do Indenture, which shall not adversely affect be inconsistent with the interests provisions of the Holders of Securities of any series in any material respectthis Indenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, Three and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof611; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series issuance of Securities that does not in coupon as well as fully registered form. No supplemental indenture for the purposes identified in Clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests interest of the Holders of such SecuritiesSecurities of any series.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions, and the Trustee, with the written consent of each Hedge Counterparty delivered to the Issuer, the Co-Issuer and the Trustee, and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor Person of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer herein and in the Notes; (b) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders, each Hedge Counterparty or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of SecuritiesCo-Issuer, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); oras applicable; (c) to cure convey, transfer, assign, mortgage or pledge any ambiguity, property to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or add to make any other provisions with respect to matters the conditions, limitations or questions arising under this Indenture that do not adversely affect restrictions on the interests authorized amount, terms and purposes of the Holders issue, authentication and delivery of Securities of any series in any material respect; orthe Notes; (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as hereunder of a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (e) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (f) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder; (g) to accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of the Depository or otherwise; (h) otherwise to correct any inconsistency or cure any ambiguity or mistake; (i) to add take any additional Events of Default in respect action commercially reasonably necessary or advisable to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or to prevent the Issuer, the Holders of the Securities Notes, the Holders of any the Preferred Shares or all series (and if such additional Events of Default are the Trustee from being subject to be in respect of less than all series of Securitieswithholding or other taxes, stating that such Events of Default are expressly being included solely for the benefit of one fees or more specified series)assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; orand (j) to comply with the requirements of the Commission in connection with the qualification of conform this Indenture under to the TIA; or provisions described in the Offering Memorandum (k) or any supplement thereto). The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any change further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated by a Rating Agency, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form, and, so long as MBIA is deemed to be the Controlling Class hereunder, MBIA consents. At the cost of the Issuer, for so long as any series Class of Notes shall remain Outstanding and is rated by a Rating Agency, the Trustee shall provide to such Rating Agency a copy of any proposed supplemental indenture at least 15 days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, that such Rating Agency will not, as a result of such supplemental indenture, cause the rating of any such Class of Notes to be reduced or withdrawn, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to such Rating Agency a copy of the executed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if (i) as a result of such supplemental indenture, the interests of any Holder of Securities that does not would be materially and adversely affected thereby, unless the Majority of each and every Class of Notes or the Preferred Shares so affected have approved such supplemental indenture or (ii) such action would adversely affect in any material respect the interests tax treatment of the Holders of such Securities.the Notes as described in the Offering Memorandum under the heading "Certain U.S. Federal Income Tax Considerations" to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading "Certain U.S. Federal Income Tax Considerations" to be inaccurate or incorrect to any material extent. The Trustee shall be entitled to rely upon (i) the receipt of notice, which may be in electronic form, that the Rating Agency Condition has been satisfied and

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA Trust Indenture Act as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 ARTICLE VIII hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such provisions as may be expressly permitted by the TIATrust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA Trust Indenture Act as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 ARTICLE II hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 ARTICLE III hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Supplemental Indentures Without Consent of Securityholders. Without The Company, when authorized by a resolution of its Board of Directors, and the consent of Trustee for the Holders Securities of any Securities, the Company Series from time to time and the Trustee, at any time and from time to time, may enter into one an indenture or more indentures supplemental hereto (hereto, which shall conform to the provisions of the TIA Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the such Trustee, for any one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Securities of one or more Series or to provide that any of the Company’s obligations under any Series of the Securities or this Indenture shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by any such the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or9; (bc) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions provisions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and Series and, if such additional covenants or the surrender of such right or power are to be for the benefit of less than all series the Series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made added solely for the benefit of one or more specified series); orsuch Series; (cd) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein which or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any such other provisions with respect in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable and that do shall not materially and adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; orSecurities; (e) to add guarantors establish the form or co-obligors with respect to terms of Securities of any series of SecuritiesSeries as permitted by Sections 2.01 and 2.03; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities 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 the one Trustee, pursuant to Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection Section 6.08. The Trustee is hereby authorized to join with the qualification Company in the execution of this Indenture under the TIA; or (k) any such supplemental indenture, to make any change in further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any series property thereunder, but the Trustee shall not be obligated to 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 Securities that does not adversely affect in any material respect this Section 8.01 may be executed without the interests consent of the Holders of such Securitiesany of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 8.02.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securitiesthe 2021 Notes, the Company Company, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the CompanyCompany or any Guarantor, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company and such Guarantor pursuant to Article 8 6 and Section 8.04 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series 2021 Notes as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series 2021 Notes or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series)Company; or (c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureindenture hereto, or to make any other provisions with respect to matters or questions arising under this Supplemental Indenture that do not adversely affect the interests of the Holders of Securities of any series the 2021 Notes in any material respect; or (d) to add to this Supplemental Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securitiesthe 2021 Notes; or (f) to secure any series of Securitiesthe 2021 Notes; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series2021 Notes; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of Securities the 2021 Notes and to add to or change any of the provisions of this Supplemental Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 6.11 hereofof the Base Indenture; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series)2021 Notes; or (j) to comply with the requirements of the Commission in connection with the qualification of this Supplemental Indenture under the TIA; or; (k) to make conform the text of this Supplemental Indenture, the 2021 Notes or the 2021 Note Guarantees to any change in any series of Securities that does not adversely affect in any material respect the interests provision of the Holders “Description of Notes” section of the Company’s Prospectus Supplement dated November 8, 2011, relating to the initial offering of the 2021 Notes, to the extent that such Securitiesprovision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Supplemental Indenture, the 2021 Notes or the Guarantees; or (l) to allow any Guarantor to execute a joinder to this Supplemental Indenture and/or a 2021 Note Guarantee with respect to the 2021 Notes.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor to surrender any right or power herein conferred upon the Company, restrictions or conditions for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of any series; or (11) to add guarantees in respect of any series or all of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3) or (5) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successions, any Guarantor and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; oror any Guarantor herein and in the Securities or the Guarantees relating thereto; (b2) to add to the covenants of the Company such further covenantsor the Guarantors, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or the rights or powers of the Guarantors, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or; (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture Indenture; provided that do any such 962368.1 supplemental indenture shall not materially and adversely affect the interests of the Holders of Securities Securityholders of any series in any material respect; orseries; (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or; (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereof2, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or; (h6) to evidence and provide for the acceptance of the appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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, Trustee pursuant to Section 6.11 hereof; or6.11; (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); (8) to provide for the issuance of Securities in coupon as well as in fully registered form; (9) to secure the Securities of any series pursuant to Section 10.06 or otherwise; or (j10) to comply with evidence the requirements addition of any Subsidiary of the Commission Company as a Guarantor hereunder or the release of any Guarantor hereunder and any of its obligations hereunder in connection accordance with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such SecuritiesArticle 12.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Bank, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successionsBank, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofBank herein and in the Securities contained; or (b) to add to the covenants of the Company such further covenantsBank, restrictions or conditions to surrender any right or power herein conferred upon the Bank, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguityambiguity or defect, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respectherein; or (d) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal Federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, Three and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (hf) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of Securities 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 Section 6.11 hereof6.11; or (ig) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (jh) to comply provide for the issuance of Securities in bearer form, to the extent permitted by law, with the requirements of the Commission in connection with the qualification of this Indenture under the TIAcoupons as well as fully registered form; or (ki) to make any change in any series of Securities that does such other changes to this Indenture as shall not adversely affect the interest of any Holder of Securities. No supplemental indenture for the purposes identified in any material respect clauses (b), (c) or (e) above may be entered into unless to do so would not adversely affect the interests interest of the Holders Securityholders of such Securitiesany series; provided, further, that no supplemental indenture for the purposes identified in clause (i) above may be entered into unless to do so would not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect the interest of the Securityholders of any series.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesNotes or any Income Notes, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions, and the Trustee, with the written consent of each Hedge Counterparty, the Upfront Swap Counterparty and each Synthetic Asset Counterparty delivered to the Issuer, the Co-Issuer and the Trustee, and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor Person of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer herein and in the Notes; (b) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of Notes, Income Noteholders, any or all series as the Company Hedge Counterparty and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Upfront Swap Counterparty or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); orCo-Issuer; (c) to cure convey, transfer, assign, mortgage or pledge any ambiguity, property to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or add to make any other provisions with respect to matters the conditions, limitations or questions arising under this Indenture that do not adversely affect restrictions on the interests authorized amount, terms and purposes of the Holders issue, authentication and delivery of Securities of any series in any material respect; orthe Notes; (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (e) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (f) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder; (g) to accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of the Depository or otherwise; (h) otherwise to correct any inconsistency or cure any ambiguity or mistake; (i) to add prevent the Issuer, the Noteholders, the Income Noteholders or the Trustee from being subject to withholding or other taxes, fees or assessments or to prevent the Issuer from failing to be treated as a Qualified REIT Subsidiary or as a foreign corporation that will not be treated as engaged in a United States trade or business for U.S. federal income tax purposes or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; provided that the modification will not cause the Noteholders to experience any additional Events of Default in respect material change to the timing, character or source of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for income from the benefit of one or more specified series)Notes; orand (j) to comply with the requirements of the Commission in connection with the qualification of conform this Indenture under to the TIA; or provisions described in the Offering Memorandum dated March 29, 2007 (k) or any supplement thereto). The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any change in further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any series such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If MBIA is the Controlling Class, the Trustee shall not enter into any such supplemental indenture without prior consent of Securities MBIA. If any Class of Notes is Outstanding and rated by a Rating Agency, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition is satisfied with respect thereto. At the cost of the Issuer, for so long as any Class of Notes shall remain Outstanding and is rated by a Rating Agency, the Trustee shall provide to such Rating Agency, each Hedge Counterparty and the Upfront Swap Counterparty a copy of any proposed supplemental indenture at least 15 days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation that does such Rating Agency will not, as a result of such supplemental indenture, cause the rating of any such Class of Notes to be reduced or withdrawn, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to such Rating Agency, each Hedge Counterparty and the Upfront Swap Counterparty a copy of the executed supplemental indenture. The Trustee shall not adversely affect in enter into any material respect such supplemental indenture if, as a result of such supplemental indenture, the interests of any Holder of Securities would be materially and adversely affected thereby or such action will cause the Holders of the Notes to experience any material change to the timing, character or source of the income from the Notes, unless the Majority of each and every Class of Notes or the Income Notes so affected have approved such supplemental indenture. The Trustee shall be entitled to rely upon an Officer’s Certificate of the Collateral Manager and the receipt of notice that the Rating Agency Condition has been satisfied with respect to S&P and Fitch in determining whether or not the Holders of Securities would be adversely affected by such change (after giving notice of such change to the Holders of Securities). Such determination shall be conclusive and binding on all present and future Holders of Securities. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received advice from nationally recognized U.S. tax counsel experienced in such matters that (i) the modification will not cause the Noteholders to experience any material change to the timing, character or source of the income from the Notes and will not be considered a significant modification resulting in an exchange for purposes of section 1.1001-3 of the U.S. Treasury regulations, and (ii) the proposed modification will not cause the Issuer to (A) fail to be treated as a Qualified REIT Subsidiary or (B) if (A) is not applicable, be treated as engaged in a U.S. trade or business or otherwise subject to U.S. federal income tax on a net income tax basis.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successions, any Guarantor and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; oror any Guarantor herein and in the Securities or the Guarantees relating thereto; (b2) to add to the covenants of the Company such further covenantsor the Guarantors, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or the rights or powers of the Guarantors, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or; (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture Indenture; provided that do any such supplemental indenture shall not materially and adversely affect the interests of the Holders of Securities Securityholders of any series in any material respect; orseries; (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or; (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereof2, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or; (h6) to evidence and provide for the acceptance of the appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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, Trustee pursuant to Section 6.11 hereof; or6.11; (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); (8) to provide for the issuance of Securities in coupon as well as in fully registered form; (9) to secure the Securities of any series pursuant to Section 10.06 or otherwise; or (j10) to comply with evidence the requirements addition of any Subsidiary of the Commission Company as a Guarantor hereunder or the release or discharge of any Guarantor hereunder and any of its obligations hereunder in connection accordance with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such SecuritiesArticle 12.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successionsany Guarantor, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of any series pursuant to Section 10.06 or otherwise; or (11) to add additional guarantors in respect of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in Clauses (k2), (3), (5) or (7) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor to surrender any right or power herein conferred upon the Company, restrictions or conditions for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XIII; or (10) to secure the Securities of any series; or (11) to add guarantees in respect of any series or all of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3) or (5) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions, and the Trustee, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor Person of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer herein and in the Notes; (b) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders, each Hedge Counterparty or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); orCo-Issuer; (c) to cure convey, transfer, assign, mortgage or pledge any ambiguity, property to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or add to make any other provisions with respect to matters the conditions, limitations or questions arising under this Indenture that do not adversely affect restrictions on the interests authorized amount, terms and purposes of the Holders issue, authentication and delivery of Securities of any series in any material respect; orthe Notes; (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (e) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (f) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder; (g) to accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise; (h) to enable the Issuer and the Trustee to rely upon any exemption from registration under the Securities Act, the Exchange Act or the Investment Company Act or to remove certain existing restrictions to the extent not required under such exemption; (i) otherwise to add correct any additional Events of Default in respect of the Securities of inconsistency or cure any ambiguity or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); ormistake; (j) to comply with take any action commercially reasonably necessary or advisable to prevent the requirements Issuer from failing to qualify as a Qualified REIT Subsidiary or to prevent the Issuer from being treated as a foreign corporation subject to U.S. federal, state or local income or franchise tax on a net income tax basis or to prevent the Issuer, the Holders of the Commission in connection with Securities or the qualification Trustee from being treated as a foreign corporation subject to withholding or other taxes, fees or assessments; provided that such action will not cause the Noteholders to experience any material change to the timing, character or source of this Indenture under the TIAincome from the Notes; orand (k) to conform this Indenture (other than Section 7.18) to the provisions described in the Offering Memorandum, dated August 6, 2007 (or any supplement thereto). The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any change in further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any series such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Securities Notes is Outstanding and rated by a Rating Agency, the Trustee shall not enter into any such supplemental indenture if, as a result of such supplemental indenture, such Rating Agency would cause the rating of any such Notes to be reduced or withdrawn. At the cost of the Issuer, for so long as any Class of Notes shall remain Outstanding and is rated by a Rating Agency, the Trustee shall provide to such Rating Agency a copy of any proposed supplemental indenture at least fifteen (15) days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation that does such Rating Agency will not, as a result of such supplemental indenture, cause the rating of any such Class of Notes to be reduced or withdrawn, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to such Rating Agency a copy of the executed supplemental indenture. The Trustee shall not adversely affect in enter into any material respect such supplemental indenture if, as a result of such supplemental indenture, the interests of any Holder of Securities would be materially and adversely affected thereby or such action will cause the Holders of the Notes to experience any material change to the timing, character or source of the income from the Notes, unless the Majority of each and every Class of Notes or the Preferred Shares so affected have approved such Supplemental Indenture. The Trustee shall be entitled to rely upon an Opinion of Counsel provided by and at the expense of the party requesting such supplemental indenture in determining whether or not the Holders of Securities would be adversely affected by such change (after giving notice of such change to the Holders of Securities). Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon an Opinion of Counsel delivered to the Trustee as described in Section 8.3 hereof. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader, Xxxxxxxxxx & Xxxx LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to fail to be treated as a Qualified REIT Subsidiary or otherwise be treated as a foreign corporation subject to U.S. federal income tax on a net income tax basis.

Supplemental Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another corporation any Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer, as applicable, herein and in the Notes; (bii) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of SecuritiesCo-Issuer, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); oras applicable; (ciii) convey, transfer, assign, mortgage or pledge any property to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights conditions, limitations or restrictions on the authorized amount, terms and purposes of the Holders issue, authentication and delivery of the Securities of any series; orNotes; (hiv) to evidence and provide for the acceptance of appointment by another corporation as hereunder of a successor Trustee hereunder with respect to one or more series of Securities Xxxxxxx 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (iv) correct or amplify the description of any property at any time subject to add the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional Events property to the lien of Default this Indenture; (vi) modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in respect of applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities of Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent not required thereunder; (vii) otherwise correct any inconsistency or all series cure any ambiguity, omission or mistake; (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely viii) take any action commercially reasonably necessary or advisable for the benefit of one or more specified series); or (j) Issuer to comply with FATCA or Cayman FATCA Legislation or to prevent the requirements Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or from being treated as a foreign corporation engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net income basis, or to prevent the Issuer, the Holders of the Commission Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (ix) evidence any waiver or elimination by a Rating Agency of any requirement or condition of such Rating Agency set forth herein or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes; (x) accommodate the issuance or settlement of the Notes in global or book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise; (xi) authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the qualification listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xii) evidence changes to applicable laws and regulations; (xiii) to modify, eliminate or add to any of its provisions in the event the U.S. Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, in order to modify or eliminate the risk retention requirements in the event of such amendment or repeal; provided that the Trustee has received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the U.S. Credit Risk Retention Rules; (xiv) reduce the minimum denominations required for transfer of the Notes (except as provided in Section 8.2(i)); (xv) modify the provisions of this Indenture under with respect to reimbursement of Nonrecoverable Interest Advances if (a) the TIA; orLoan Obligation Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for U.S. federal income tax purposes, as evidenced by an Opinion of Counsel; (kxvi) modify the procedures set forth in this Indenture relating to make compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Loan Obligation Manager, the Trustee, any change paying agent, the servicer or the special servicer (in any series of Securities that does each case, without such party’s consent) and would not adversely affect in any material respect the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Loan Obligation Manager must provide a copy of any such amendment to the Information Agent for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agencies; (xvii) at the direction of 100% of the holders of the Preferred Shares (including any party that will become the beneficial owner of 100% of the Preferred Shares because of a default under any financing arrangement for which the Preferred Shares are security), modify the provisions of this Indenture to adopt restrictions provided by tax counsel in order to prevent the Issuer from being treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or otherwise become subject to U.S. federal withholding tax or U.S. federal income tax on a net income basis; (xviii) make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) an Officer’s Certificate of the Loan Obligation Manager; and (xix) make any modification or amendment determined by the Issuer or the Loan Obligation Manager (in consultation with legal counsel of national reputation experienced in such matters and independent of the Issuer and any Affiliates thereof) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) (1) to enable the Issuer to rely upon the exemption or exclusion from registration as an investment company provided by Rule 3a-7 under the Investment Company Act or another exemption or exclusion from registration as an investment company under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof) or (2) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Notes. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding and is rated, the Trustee shall provide to the Rating Agencies a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agencies a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional 15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and, unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice, as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected by such proposed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if such action would adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent. The Trustee shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Loan Obligation Manager certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and expiry of the time period set forth in the above paragraph, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s Certificate. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader, Xxxxxxxxxx & Xxxx LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or (y) be treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or to otherwise become subject to U.S. federal income tax on a net income basis. (b) Notwithstanding Section 8.1(a) or any other provision of this Indenture, without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) conform this Indenture to the provisions described in the Offering Memorandum (or any supplement thereto); (ii) to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of this Indenture; and (iii) to conform this Indenture to any Xxxxx’x Test Modification in the manner set forth in Section 12.4 hereof.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions, and the Trustee, with the written consent of each Hedge Counterparty delivered to the Issuer, the Co-Issuer and the Trustee, and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor Person of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer herein and in the Notes; (b) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders, each Hedge Counterparty or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); orCo-Issuer; (c) to cure convey, transfer, assign, mortgage or pledge any ambiguity, property to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or add to make any other provisions with respect to matters the conditions, limitations or questions arising under this Indenture that do not adversely affect restrictions on the interests authorized amount, terms and purposes of the Holders issue, authentication and delivery of Securities of any series in any material respect; orthe Notes; (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (e) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (f) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder; (g) to accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of the Depository Trust Company or otherwise; (h) to enable the Issuer and the Trustee to rely upon any exemption from registration under the Exchange Act or the Investment Company Act or to remove certain existing restrictions to the extent not required under such exemption; (i) to add prevent the Issuer, the Noteholders, the Preferred Shareholders or the Trustee from being subject to withholding or other taxes, fees or assessments or to prevent the Issuer from being treated as engaged in a United States trade or business for U.S. federal income tax purposes or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; provided that such action will not cause the Noteholders to experience any additional Events of Default in respect material change to the timing, character or source of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for income from the benefit of one or more specified series); orNotes; (j) to comply cure any ambiguity or manifest error or correct or supplement any provisions contained herein which may be defective or inconsistent with the requirements any provision contained herein or make any modification that is of the Commission in connection with the qualification of this Indenture under the TIA; ora formal, minor or technical nature or which is beneficial to all Noteholders or which is made to correct a manifest error; (k) to conform this Indenture to the provisions described in the Offering Memorandum dated May 11, 2006 (or any supplement thereto); and (l) to comply with any reasonable requests made by any stock exchange in order to list or maintain the listing of any Notes on such stock exchange. The Trustee shall not enter into any such supplemental indenture unless the Trustee has received advice from Cadwalader, Xxxxxxxxxx & Xxxx LLP or an opinion of other nationally recognized U.S. tax counsel experienced in such matters that (i) the modification will not cause the Noteholders to experience any material change to the timing, character or source of the income from the Notes, and (ii) the proposed supplemental indenture will not cause the Issuer to be treated as engaged in a U.S. trade or business or otherwise subject to U.S. federal income tax on a net income tax basis. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any change in further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any series such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Securities Notes is Outstanding and rated by a Rating Agency, the Trustee shall not enter into any such supplemental indenture if, as a result of such supplemental indenture, such Rating Agency would cause the rating of any such Notes to be reduced or withdrawn. At the cost of the Issuer, for so long as any Class of Notes shall remain Outstanding and is rated by a Rating Agency, the Trustee shall provide to such Rating Agency a copy of any proposed supplemental indenture at least 15 days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation that does such Rating Agency will not, as a result of such supplemental indenture, cause the rating of any such Class of Notes to be reduced or withdrawn, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to such Rating Agency a copy of the executed supplemental indenture. The Trustee shall not adversely affect in enter into any material respect such supplemental indenture if, as a result of such supplemental indenture, the interests of any Holder of Securities would be materially and adversely affected thereby or such action will cause the Holders of the Notes to experience any material change to the timing, character or source of the income from the Notes, unless the Majority of each and every Class of Notes or the Preferred Shares so affected have approved such Supplemental Indenture. The Trustee may rely on a certification of the Collateral Manager or upon an Opinion of Counsel provided by and at the expense of the party requesting such supplemental indenture in determining whether or not the Holders of Securities would be adversely affected by such change (after giving notice of such change to the Holders of Securities). Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon an Opinion of Counsel delivered to the Trustee as described in Section 8.3 hereof.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successionsany Guarantor, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereof, II and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements issuance of the Commission Securities in connection with the qualification of this Indenture under the TIAcoupon as well as fully registered form; or (k9) to make any change in provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to secure the Securities of Securities that does not any series pursuant to Section 10.06 or otherwise. No supplemental indenture for the purposes identified in Clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests interest of the Holders of such SecuritiesSecurities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the Company, Company or successive successions, any Guarantor and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; oror any Guarantor herein and in the Securities or the Guarantees relating thereto; (b2) to add to the covenants of the Company such further covenantsor the Guarantors, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company or the rights or powers of the Guarantors, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or; (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture Indenture; provided that do any such supplemental indenture shall not materially and adversely affect the interests of the Holders of Securities Securityholders of any series in any material respect; orseries; (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or; (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereof2, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or; (h6) to evidence and provide for the acceptance of the appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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, Trustee pursuant to Section 6.11 hereof; or6.11; (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); (8) to provide for the issuance of Securities in coupon as well as in fully registered form; (9) to secure the Securities of any series pursuant to Section 10.06 or otherwise; or (j10) to comply with evidence the requirements addition of any Subsidiary of the Commission Company as a Guarantor hereunder or the release of any Guarantor hereunder and any of its obligations hereunder in connection accordance with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such SecuritiesArticle 12.

Supplemental Indentures Without Consent of Securityholders. Without Except as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation or Person to the CompanyCompany or any Guarantor, or successive successionsif any, and the assumption by any such successor of the covenants, agreements and obligations respective covenants of the Company pursuant to Article 8 hereofor any Guarantor herein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsor any Guarantor, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series if any, or to surrender any right or power herein conferred upon the Company or any Guarantor, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; oror 36 (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof6.11; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j8) to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Internal Revenue Code; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XIII; or (10) to secure the Securities of any series; or (11) to add Guarantees in respect of any series or all of the Securities; or (12) to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or (13) to make any change necessary to comply with the requirements any requirement of the Commission in connection with the qualification of this Indenture or any supplemental indenture under the TIA; or Trust Indenture Act. No supplemental indenture for the purposes identified in clauses (k2), (3) or (5) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c1) to cure any ambiguity, to correct defect or supplement any provision herein which may be inconsistent with any other provision herein inconsistency in this Indenture; provided, however, that such amendments or supplements shall not, in any supplemental indenturethe good faith opinion of the Board of Directors as evidenced by a Board Resolution, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or; (d2) to add comply with Article Eight; (3) to comply with any requirements of the Commission in connection with the qualification of this Indenture such provisions as may be expressly permitted by under 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or; (e4) to add guarantors or co-obligors with respect to any series evidence and provide for the acceptance of Securities; orappointment hereunder by a successor Trustee; (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereof, II and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any seriesseries or; (6) to add one or more Subsidiary Guarantees on the terms required by this Indenture; or (h7) to evidence make any change that, in the good faith opinion of the Board of Directors as evidenced by a Board Resolution, does not materially and adversely affect the rights of any Holder. (8) to provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series issuance of Securities in coupon as well as fully registered form; or (9) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (10) to add to to, change or change eliminate 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any one or all series (and if such additional Events of Default are to be in respect of less than all more series of Securities, stating provided that any such Events addition, change or elimination (i) shall neither (A) apply to any Security of Default are expressly being included solely for any series created prior to the execution of such supplemental indenture and entitled to the benefit of one or more specified series); or such provision nor (jB) to comply with modify the requirements rights of the Commission Holder of any such Security with respect to such provision or (ii) shall become effective only when there is not such Security Outstanding. No supplemental indenture for the purposes identified in connection with the qualification of this Indenture under the TIA; or clauses (k2), (3), (5) or (7) above may be entered into if to make any change in any series of Securities that does not do so would adversely affect in any material respect the interests rights of the Holders of such SecuritiesOutstanding Securities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions to surrender any right or power herein conferred upon the Company, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, Three and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof611; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series issuance of Securities that does not in coupon as well as fully registered form. No supplemental indenture for the purposes identified in Clauses (2), (3), (5) or (7) above may be entered into if to do so would adversely affect in any material respect the interests interest of the Holders of such SecuritiesSecurities of any series.

Supplemental Indentures Without Consent of Securityholders. Without The Company, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the consent specific terms of the Holders of any Securitiessuch action may be determined in accordance with or pursuant to a Company Order), the Company and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to cause the Indenture to be qualified under the Trust Indenture Act;or (b) to evidence the succession of another corporation Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Notes; or (bc) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respectCompany; or (d) to add to this Indenture such provisions as may be expressly permitted by any additional Events of Default for the TIA, excluding, however, the provisions referred to in Section 316(a)(2) benefit of the TIA as in effect at the date as Holders of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enactedNotes; or (e) to add guarantors to, change or co-obligors eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any Note 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 Note with respect to any series of Securitiessuch provision or (B) shall become effective only when there is no such Note Outstanding; or (f) to secure any series the Notes pursuant to the requirements of Securities; orSection 3.10 or otherwise, (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to one or more series of Securities the Notes 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 hereof6.11; or (h) to cure any ambiguity, to correct or supplement any provision herein or in the Security Documents 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 or the Security Documents, provided that such action pursuant to this clause (i) shall not adversely affect the interests of the Holders of Notes in any material respect; or (i) to add supplement any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements provisions of the Commission in connection with Indenture to such extent as shall be necessary to permit or facilitate the qualification defeasance and discharge of this Indenture under the TIA; or (k) Notes pursuant to make Article X, provided that any change in any series of Securities that does such action shall not adversely affect in any material respect the interests of the Holders of such SecuritiesNotes in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without notice to or the consent of the Holders any Holder of any SecuritiesSecurity or coupon, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof8.11; or (ic) to add any additional Events of Default in respect to the covenants of the Company, for the benefit of the Holders of Securities of all or any or all series (and if such additional Events of Default covenants are to be in respect for the benefit of less than all series of Securities, stating that such Events of Default covenants are expressly being included solely for the benefit of one or more specified such series), or to surrender any rights or power herein conferred upon the Company; or (d) 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 (e) to add any additional Defaults or Events of Default with respect to all or any series of the Securities (and, if such Default or Event of Default is applicable to less than all series of Securities, specifying the series to which such Default or Event of Default is applicable); or (f) 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 premium, if any), Maturity Consideration or any 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 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 (g) 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 adversely affected by such change in or elimination of such provisions; or (h) to establish the form or terms of a Security of any series as permitted by Sections 2.01 and 3.01; or (i) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests provide for conversion rights of the Holders of the Securities of any series to enable such SecuritiesHolders to convert such Securities into other securities of the Company. 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 Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation or Person to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orherein and in the Securities contained; (b) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions to surrender any right or power herein conferred upon the Company, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or; (c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; orIndenture; (d) to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(23.16(a)(2) of the TIA as in effect at the date as of which this instrument is was executed or any corresponding provision in any similar federal Federal statute hereafter enacted; or; (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereofII, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or; (hf) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or6.11; (ig) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); (h) to provide for the issuance of Securities in coupon as well as fully registered form; (i) to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities of any series which are convertible into Common Stock or other Marketable Securities, if different from those set forth in Article XII; or (j) to comply with secure the requirements Securities of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not pursuant to Section 10.06 or otherwise. No supplemental indenture for the purposes identified in Clauses (b), (c), (e) or (g) above may be entered into if to do so would adversely affect in any material respect the interests interest of the Holders of such SecuritiesSecurities of any series in any material respect.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA Trust Indenture Act as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 VIII hereof; or (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c) to cure any ambiguity, to correct or supplement any provision herein which may be 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 that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereofherein and in the Securities contained; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions to surrender any right or power herein conferred upon the Company, for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or (c3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indentureherein, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respectIndenture; or (d4) to add to this Indenture such 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 is was executed or any corresponding provision in any similar federal Federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g5) to establish any form of Security, as provided in Article 2 hereofTwo, and to provide for the issuance of any series of Securities, Securities as provided in Article 3 hereof, Three and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or (h6) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of Securities and to add to or change any of the provisions provi- sions 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 Section 6.11 hereof611; or (i7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) 8) to comply with provide for the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or (k) to make any change in any series issuance of Securities that does not in coupon as well as fully registered form. No supplemental indenture for the purposes identified in Clauses (2), (3) or (7) above may be entered into if to do so would adversely affect in any material respect the interests interest of the Holders of such SecuritiesSecurities of any series.

Supplemental Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) to evidence the succession of another corporation any Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer, as applicable, herein and in the Notes; (bii) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of SecuritiesCo-Issuer, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); oras applicable; (ciii) convey, transfer, assign, mortgage or pledge any property to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights conditions, limitations or restrictions on the authorized amount, terms and purposes of the Holders issue, authentication and delivery of the Securities of any series; orNotes; (hiv) to evidence and provide for the acceptance of appointment by another corporation as hereunder of a successor Trustee hereunder with respect to one or more series of Securities Xxxxxxx 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 Section 6.11 the requirements of Sections 6.9, 6.10 and 6.12 hereof; or; (iv) correct or amplify the description of any property at any time subject to add the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional Events property to the lien of Default this Indenture; (vi) modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in respect of applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent not required thereunder; (vii) accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise; (viii) otherwise correct any inconsistency or all series cure any ambiguity, omission or mistake; (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely ix) take any action commercially reasonably necessary or advisable for the benefit of one or more specified series); or (j) Issuer to comply with FATCA or to prevent the requirements Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or from being treated as a foreign corporation engaged in a trade or business in the United States for federal income tax purposes, or to prevent the Issuer, the Holders of the Commission Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (x) evidence any waiver or elimination by a Rating Agency of any requirement or condition of such Rating Agency set forth herein or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes; (xi) accommodate the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise; (xii) authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the qualification listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xiii) evidence changes to applicable laws and regulations; (xiv) reduce the minimum denominations required for transfer of the Notes; (xv) modify the provisions of this Indenture under with respect to reimbursement of Nonrecoverable Interest Advances if (a) the TIA; orLoan Obligation Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for federal income tax purposes, as evidenced by an Opinion of Counsel; (kxvi) modify the procedures set forth in this Indenture relating to make compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Loan Obligation Manager, the Trustee, any change paying agent, the servicer or the special servicer (in any series of Securities that does each case, without such party’s consent) and would not adversely affect in any material respect the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Loan Obligation Manager must provide a copy of any such amendment to the Information Agent for posting to the Rule 17g-5 Website and provide notice of any such amendment to the Rating Agencies; (xvii) make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto, as evidenced by (A) an Opinion of Counsel or (B) an Officer’s Certificate of the Loan Obligation Manager; and (xviii) make any modification or amendment determined by the Issuer or the Loan Obligation Manager (in consultation with legal counsel of national reputation experienced in such matters and independent of the Issuer and any Affiliates thereof) as necessary or advisable (A) for any Class of Notes to not be considered an “ownership interest” as defined for purposes of the Xxxxxxx Rule or (B) (1) to enable the Issuer to rely upon the exemption or exclusion from registration as an investment company provided by Rule 3a-7 under the Investment Company Act or another exemption or exclusion from registration as an investment company under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof) or (2) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the Xxxxxxx Rule, in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Notes. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding and is rated, the Trustee shall provide to the Rating Agencies a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agencies a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional 15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and, unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice, as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected by such proposed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if such action would adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent. The Trustee shall be entitled to rely upon (i) the receipt of notice from the Rating Agencies or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Loan Obligation Manager certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and expiry of the time period set forth in the above paragraph, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s Certificate. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader, Xxxxxxxxxx & Xxxx LLP or other nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or (y) be treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes or to otherwise become subject to U.S. federal income tax on a net income basis. (b) Notwithstanding Section 8.1(a) or any other provision of this Indenture, without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) conform this Indenture to the provisions described in the Offering Memorandum (or any supplement thereto); (ii) to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of this Indenture; and (iii) to update this Indenture for any Moody’s Test Modification in the manner set forth in Section 12.4 hereof.

Supplemental Indentures Without Consent of Securityholders. (a) Without the consent of the Holders of any SecuritiesNotes or any Preferred Shareholders, the Company Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee and, at any time and from time to timetime subject to the requirement provided below in this Section 8.1, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, for any of the following purposes: (ai) conform the Indenture to the provisions described in the Offering Memorandum (or any supplement thereto); (ii) to correct any defect or ambiguity in the Indenture in order to address any manifest error in any provision of the Indenture; (iii) to update the Indenture for any Xxxxx’x Test Modification; (iv) evidence the succession of another corporation any Person to the Company, Issuer or successive successions, the Co-Issuer and the assumption by any such successor of the covenants, agreements and obligations covenants of the Company pursuant to Article 8 hereof; orIssuer or the Co-Issuer, as applicable, herein and in the Notes; (bv) to add to the covenants of the Company such further covenantsIssuer, restrictions the Co-Issuer or conditions the Trustee for the protection benefit of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series Notes, Preferred Shareholders or to surrender any right or power herein conferred upon the Company (and if such covenants Issuer or the surrender of such right or power are to be for the benefit of less than all series of SecuritiesCo-Issuer, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); oras applicable; (cvi) convey, transfer, assign, mortgage or pledge any property to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenturethe Trustee, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or (d) to add to this Indenture such 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 is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights conditions, limitations or restrictions on the authorized amount, terms and purposes of the Holders issue, authentication and delivery of the Securities of any series; orNotes; (hvii) to evidence and provide for the acceptance of appointment by another corporation as hereunder of a successor Trustee hereunder with respect to one or more series of 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 Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of Sections 6.9, 6.10 and 6.12 hereof; (viii) correct or amplify the Commission description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations) or to subject any additional property to the lien of this Indenture; (ix) modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer and the Co-Issuer to rely upon any exemption from registration under the Securities Act, the Exchange Act or the 1940 Act or to remove restrictions on resale and transfer to the extent not required thereunder; (x) accommodate the issuance, if any, of Notes in global or book-entry form through the facilities of DTC or otherwise; (xi) otherwise correct any inconsistency or cure any ambiguity, omission or mistake; (xii) take any action commercially reasonably necessary or advisable to prevent the Issuer from failing to qualify as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or otherwise being treated as a foreign corporation engaged in a trade or business in the United States for federal income tax purposes, or to prevent the Issuer, the Holders of the Notes, the Holders of the Preferred Shares or the Trustee from being subject to withholding or other taxes, fees or assessments or otherwise subject to U.S. federal, state, local or foreign income or franchise tax on a net income tax basis; (xiii) evidence any waiver or elimination by the Rating Agency of any requirement or condition of the Rating Agency set forth herein or to amend or supplement any provision of this Indenture to the extent necessary to maintain the then-current ratings assigned to the Notes; (xiv) accommodate the settlement of the Notes in book-entry form through the facilities of DTC, Euroclear or Clearstream, Luxembourg or otherwise; (xv) authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the qualification listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; (xvi) evidence changes to applicable laws and regulations; (xvii) reduce the minimum denominations required for transfer of the Notes; (xviii) modify the provisions of this Indenture under with respect to reimbursement of Nonrecoverable Interest Advances if (a) the TIA; orCollateral Manager determines that the commercial mortgage securitization industry standard for such provisions has changed, in order to conform to such industry standard and (b) such modification does not adversely affect the status of Issuer for federal income tax purposes, as evidenced by an Opinion of Counsel; (kxix) modify the procedures set forth in this Indenture relating to make compliance with Rule 17g-5 of the Exchange Act; provided that the change would not materially increase the obligations of the Collateral Manager, the Trustee, any change in any series of Securities that does paying agent, the servicer or the special servicer without such parties’ consent and would not adversely affect in any material respect the interests of any Noteholder or holder of the Preferred Shares; provided, further, that the Collateral Manager must provide a copy of any such amendment to the 17g-5 Information Provider for posting to the Rule 17g-5 Website and the Custodial Manager will provide notice of any such amendment to the Rating Agency; (xx) to take any action necessary or advisable to prevent the Issuer or the Trustee from becoming subject to any withholding or other taxes or assessments and to allow the Issuer to comply with FATCA or any rules or regulations promulgated thereunder (including providing for remedies against, or imposing penalties upon Holders who fail to deliver the required FATCA information and modifying the restrictions on and procedures for resales and other transfers of the Notes to achieve FATCA compliance or to reflect any changes in FATCA, or other applicable law or regulation (or interpretation thereof)); and (xxi) make any change to any other provisions with respect to matters or questions arising under this Indenture; provided that the required action will not adversely affect in any material respect the interests of any Noteholder not consenting thereto; provided that, any supplemental indenture to be entered into in respect of any matter described in clauses (iii), (xi), (xiii), (xvi), (xviii) and (xxi) above, will require (1) the prior written consent of the holders of at least a Majority of the Controlling Class and (2) an opinion of counsel delivered to the Trustee (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion, including an officer’s certificate of the Collateral Manager) to the effect that such supplemental indenture would not materially and adversely affect the interests of any Class of Notes or the Preferred Shares not consenting thereto. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. If any Class of Notes is Outstanding and rated, the Trustee shall not enter into any such supplemental indenture unless the Rating Agency Condition has been satisfied, the notice of which may be in electronic form. At the cost of the Issuer, the Trustee shall provide to each Noteholder and each holder of Preferred Shares and, for so long as any Class of Notes shall remain Outstanding and is rated, the Trustee shall provide to the Rating Agency a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee, and, for so long as such Notes are Outstanding and so rated, request written confirmation, which may be in electronic form, from each noteholder and holder of Preferred Shares, that such proposed supplemental indenture will not materially and adversely affect such Noteholder or holder of Preferred Shares, and, as soon as practicable after the execution by the Trustee, the Issuer and the Co-Issuer of any such supplemental indenture, provide to the Rating Agency a copy of the executed supplemental indenture. Following such initial 15 Business Day period, the Trustee will provide an additional 15 Business Days’ notice to any Noteholder or holder of Preferred Shares that did not respond to the initial notice and, unless the Trustee is notified (after giving such initial 15 Business Days’ notice and second 15 Business Days’ notice, as applicable) by such Noteholder or such holder of Preferred Shares that such Person will be materially and adversely affected by the proposed supplemental indenture, the interests of such Person will be deemed not to be materially and adversely affected by such proposed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if (i) as a result of such supplemental indenture, the interests of any Holder of Securities would be materially and adversely affected thereby, unless the Majority of each and every Class of Notes or the Preferred Shares so affected have approved such supplemental indenture (but, in each case, disregarding any Securities beneficially owned by the Collateral Manager or any of its affiliates) or (ii) such action would adversely affect the tax treatment of the Holders of the Notes as described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to any material extent or otherwise cause any of the statements described in the Offering Memorandum under the heading “Certain U.S. Federal Income Tax Considerations” to be inaccurate or incorrect to any material extent. The Trustee shall be entitled to rely upon (i) the receipt of notice from the Rating Agency or the Requesting Party, which may be in electronic form, that the Rating Agency Condition has been satisfied and (ii) receipt of an Officer’s Certificate of the Collateral Manager certifying that, following provision of notice of such supplemental indenture to the Noteholders and holders of the Preferred Shares and expiry of the time period set forth in the above paragraph, that the Holders of Securities would not be materially and adversely affected by such supplemental indenture. Such determination shall be conclusive and binding on all present and future Holders of Securities. The Trustee shall not be liable for any such determination made in good faith and in reliance upon such Officer’s Certificate. Furthermore, the Trustee shall not enter into any such supplemental indenture unless the Trustee has received an Opinion of Counsel from Cadwalader, Xxxxxxxxxx & Xxxx LLP or an opinion of another nationally recognized U.S. tax counsel experienced in such matters that the proposed supplemental indenture will not cause the Issuer to (x) fail to be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT for U.S. federal income tax purposes or (y) be treated as a foreign corporation that is engaged in a trade or business in the United States for U.S. federal income tax purposes. (b) Notwithstanding Section 8.1(a) or any other provision of this Indenture, without the consent of the Holders of any Notes or any Preferred Shareholders, the Issuer, the Co-Issuer, when authorized by Board Resolutions of the Co-Issuers, and when authorized by the Trustee, the Trustee may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) conform this Indenture to the provisions described in this Offering Memorandum (or any supplement thereto); and (ii) to correct any defect or ambiguity in this Indenture in order to address any manifest error in any provision of this Indenture.

Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any SecuritiesThe Company, the Company when authorized by a Board Resolution, and the TrusteeTrustee may, at any time and from time to time, may and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation legal entity to the Company, or successive successions, and the assumption by any such a successor legal entity of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or8; (b) to add to the covenants of the Company such further covenants, restrictions restrictions, conditions or conditions for the protection of the Holders of the Securities of any or all series provisions as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities Securities; provided that, in respect of any such additional covenant, restriction, condition or all series or to surrender provision, no such supplemental indenture may provide for any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are acceleration due to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); orany breach; (c) to cure any ambiguity, 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 any such other provisions with respect in regard to matters or questions arising under this Indenture that do or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities of any series in any material respect; or; (d) to add to to, change or eliminate any of the provisions (other than as noted in Section 7.02) of this Indenture such provisions as may be expressly permitted by the TIAIndenture, excludingprovided, however, that any such addition, change or elimination shall not adversely affect the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to add guarantors or co-obligors with respect to any series of Securities; or (f) to secure any series of Securities; or (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series; orseries as permitted by Section 2.01 and Section 2.03; (hf) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder trustee with respect to the Securities of one or more series of 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 Trusteetrustee, pursuant to Section 6.11 hereof; or (i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; orSection 5.10; (kg) to make remove, amend or modify the going concern, viability or bankruptcy write-down provisions or the cancellation of interest payment provisions with respect to any change in any series of Securities Outstanding Securities, provided that such removal, amendment or modification does not adversely affect in any material respect the interests of the Holders of the relevant series of Securities in any material respect or the treatment of the relevant series of Securities as the Company’s Additional Tier 1 Capital; or (h) to effect any changes to the Indenture in a manner necessary to comply with the procedures of the DTC or any applicable clearing system. The Trustee is hereby authorized to join with the Company in the execution of any such Securitiessupplemental 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 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 may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.