Common use of Supplemental Indentures Without Consent of Clause in Contracts

Supplemental Indentures Without Consent of. Securityholders. ---------------- Without the consent of the Holders of any Securities or Coupons, the 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, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another corporation to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities of all series contained; or (2) to add to the covenants of the Company, for the benefit of the Holders of all or any series of such Securities and any Coupons appertaining thereto (and if such covenants are to be for the benefit of less than all the Securities, stating that such covenants are being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company, or (3) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture or under any supplemental indenture, in each case in such manner as shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (4) to secure payment of Outstanding Securities of any series equally and ratably with certain other liens as and to the extent required by this Indenture; or (5) to add any additional Events of Default with respect to any or all series of Securities (and, if any such additional Event of Default applies to fewer than all series of Securities, stating each series to which such Event of Default applies); or (6) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely -------- affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (7) 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 indenture supplemental hereto which is entitled to the benefit of such provision; or (8) to add to such conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities as are herein set forth other conditions, limitations and restrictions thereafter to be observed; or (9) to add or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the Trust Indenture Act; or (10) to establish the forms or terms of Securities of any series and Coupons, if any, appertaining thereto as permitted by Sections 2.01 and ------------- 3.01 or to amend such forms or terms (whether established by indenture ---- supplemental hereto or pursuant to Board Resolution) in any manner which shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to Securities of one or more series or to add 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. ----

Supplemental Indentures Without Consent of. SecurityholdersSECURITYHOLDERS. ---------------- Without the consent of the Holders of any Securities or Coupons, the The Company, when authorized by a Board Resolution, and the Trustee, --------------- Trustee may from time to time and at any time and from time to time, may enter into one an indenture or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of the following purposes: : (1a) 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 covenants, agreements and obligations of the Company herein and in the Securities of all series containedCompany, pursuant to Article XI hereof; or (2b) to add to the covenants of the CompanyCompany such further covenants, restrictions or conditions for the benefit protection of the Holders holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any series of the several remedies provided in this Indenture as herein set forth; provided, -------- however, that in respect of any such Securities and any Coupons appertaining thereto additional covenant restriction or ------- condition such supplemental indenture may provide for a particular period of grace after default (and if 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 covenants are default or may limit the remedies available to be for the benefit of less than all the Securities, stating that Trustee upon such covenants are being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company, or default; (3c) 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 Indenture; provided that any such action shall not materially -------- adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, -------- however, that any supplemental indenture, in each case in such manner as action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (4) to secure payment of Outstanding Securities of any series equally and ratably with certain other liens as and to the extent required by this Indenture; or (5) to add any additional Events of Default with respect to any or all series of Securities (and, if any such additional Event of Default applies to fewer than all series of Securities, stating each series to which such Event of Default applies); or (6) to add to or change any ------- holders of the provisions Debentures then outstanding (it being understood, for purposes of this Indenture to provide proviso, that Bearer Securities may be registrable as to principal, to change or eliminate any transfer restrictions on the payment of principal of or any premium or interest on Bearer Securities, Debentures substantially similar to permit Bearer those that were applicable to Capital Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely -------- affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (7) be deemed 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 indenture supplemental hereto which is entitled to the benefit of such provision; or (8) to add to such conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities as are herein set forth other conditions, limitations and restrictions thereafter to be observed; or (9) to add or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the Trust Indenture Act; or (10) to establish the forms or terms of Securities of any series and Coupons, if any, appertaining thereto as permitted by Sections 2.01 and ------------- 3.01 or to amend such forms or terms (whether established by indenture ---- supplemental hereto or pursuant to Board Resolution) in any manner which shall not materially adversely affect the interests holders of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respectDebentures); or (11e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to Securities of one or more series or the Debentures 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; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the requirements terms of this Indenture or the Debentures, or to add to the rights of the holders of Debentures. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section ------- 6.11. ----9.2.

Supplemental Indentures Without Consent of. SecurityholdersNoteholders. ---------------- ----------- (a) Without the consent of the Holders of any Securities or CouponsNotes but with prior notice to the Rating Agencies and upon satisfaction of the Rating Agency Condition with respect to the Notes of all Series, the CompanyIssuer and the Indenture Trustee, when authorized by a Board Resolution, and the Trusteean Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (1i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession succession, in compliance with Section 3.11 hereof, of another corporation person to the CompanyIssuer, and the assumption by ------------ any such successor of the covenants of the Company Issuer herein and in the Securities of all series Notes contained; or; (2iii) to add to the covenants of the CompanyIssuer, for the benefit of the Holders of all or any series of such Securities and any Coupons appertaining thereto (and if such covenants are to be for the benefit of less than all the Securities, stating that such covenants are being included solely for the benefit of such series)Notes, or to surrender any right or power herein conferred upon the Company, orIssuer; (3iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vi) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary, as evidenced by an Opinion of Counsel, to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (vii) to provide for the issuance of one or more new Series of Notes, in accordance with the provisions of Section 2.12 hereof; or ------------ (viii) to provide for the termination of any interest rate swap agreement or other form of credit enhancement in accordance with the provisions of the related Indenture Supplement; provided, however, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, 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 the execution thereof), in form satisfactory to the Indenture Trustee, without the consent of the Holders of any Notes or prior notice to the Rating Agencies (provided that a final supplemental indenture signed by the parties thereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which that may be defective or inconsistent with any other provision herein or in any supplemental indenture, or (B) to make any other provisions with respect to matters or questions arising under this Indenture or under in any supplemental indentureindenture and (C) qualify for sale treatment under generally accepted accounting principles; provided, that such action shall not have an Adverse Effect and, in each the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such supplemental indenture. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholders of any Series then Outstanding but with prior notice to the Rating Agencies and upon satisfaction of the Rating Agency Condition with respect to the Notes of all Series, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner as shall not adversely affect or eliminating any of the interests provisions of, this Indenture or of modifying in any manner the rights of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (4) to secure payment of Outstanding Securities of any series equally and ratably with certain other liens as and to the extent required by Notes under this Indenture; or provided, however, that (5i) the Transferor shall have delivered to the Indenture Trustee an Officer's Certificate, dated the date of any such action, stating that the Transferor reasonably believes that such action will not have an Adverse Effect and (ii) a Tax Opinion shall have been delivered to the Indenture Trustee. Additionally, notwithstanding the preceding sentence, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholders of any Series then Outstanding, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to add any additional Events of Default with respect qualify as, and to any or all series of Securities (andpermit an election to be made to cause the Trust to be treated as, if any such additional Event of Default applies to fewer than all series of Securities, stating each series to which such Event of Default applies); or (6) to add to or change any of a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee and the Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture to provide Trustee and the Owner Trustee in writing that Bearer Securities may be registrable the amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any which it is a Rating Agency and (iii) such action shall amendment does not adversely -------- affect the interests rights, duties or obligations of the Holders Indenture Trustee or the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (7) 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 indenture supplemental hereto which is entitled to the benefit of such provision; or (8) to add to such conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities as are herein set forth other conditions, limitations and restrictions thereafter to be observed; or (9) to add or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the Trust Indenture Act; or (10) to establish the forms or terms of Securities of any series and Coupons, if any, appertaining thereto as permitted by Sections 2.01 and ------------- 3.01 or to amend such forms or terms (whether established by indenture ---- supplemental hereto or pursuant to Board Resolution) in any manner which shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to Securities of one or more series or to add 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, Noteholders pursuant to the requirements preceding sentence may include, without limitation, the addition of Section ------- 6.11. ----a sale of Receivables.

Supplemental Indentures Without Consent of. SecurityholdersSECURITYHOLDERS. ---------------- Without the consent of the Holders of any Securities or Coupons, the The Company, when authorized by a Board Resolution, and the Trustee, --------------- Trustee may from time to time and at any time and from time to time, may enter into one an indenture or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of the following purposes: : (1a) 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 covenants, agreements and obligations of the Company herein and in the Securities of all series containedCompany, pursuant to Article XI hereof; or (2b) to add to the covenants of the CompanyCompany such further covenants, restrictions or conditions for the benefit protection of the Holders holders of Debentures as the Board of Directors shall consider to be for the protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any series of the several remedies provided in this Indenture as herein set forth; provided, -------- however, that in respect of any such Securities and any Coupons appertaining thereto additional covenant restriction or ------- condition such supplemental indenture may provide for a particular period of grace after default (and if 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 covenants are default or may limit the remedies available to be for the benefit of less than all the Securities, stating that Trustee upon such covenants are being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company, or default; (3c) 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 Indenture; provided that any such action shall not materially -------- adversely affect the interests of the holders of the Debentures; (d) to add to, delete from, or revise the terms of Debentures, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5 (for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, -------- however, that any supplemental indenture, in each case in such manner as action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (4) to secure payment of Outstanding Securities of any series equally and ratably with certain other liens as and to the extent required by this Indenture; or (5) to add any additional Events of Default with respect to any or all series of Securities (and, if any such additional Event of Default applies to fewer than all series of Securities, stating each series to which such Event of Default applies); or (6) to add to or change any ------- holders of the provisions Debentures then outstanding (it being understood, for purposes of this Indenture to provide proviso, that Bearer Securities may be registrable as to principal, to change or eliminate any transfer restrictions on the payment of principal of or any premium or interest on Bearer Securities, Debentures substantially similar to permit Bearer those that were applicable to Capital Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely -------- affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (7) be deemed 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 indenture supplemental hereto which is entitled to the benefit of such provision; or (8) to add to such conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities as are herein set forth other conditions, limitations and restrictions thereafter to be observed; or (9) to add or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the Trust Indenture Act; or (10) to establish the forms or terms of Securities of any series and Coupons, if any, appertaining thereto as permitted by Sections 2.01 and ------------- 3.01 or to amend such forms or terms (whether established by indenture ---- supplemental hereto or pursuant to Board Resolution) in any manner which shall not materially adversely affect the interests holders of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respectDebentures); or (11e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to Securities of one or more series or the Debentures 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 ; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the requirements rights of Section ------- 6.11. ----any Securityholder in any material respect; or

Supplemental Indentures Without Consent of. Securityholders. ---------------- Without the consent of the any Holders of any Securities or CouponsSecurities, the Company, when authorized by a resolution of its Board Resolutionof Directors, 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 (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (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 covenants, agreements and obligations of the Company herein under this Indenture and the Securities, in each case in compliance with the Securities of all series contained; orIndenture; (2c) to add to the covenants of the CompanyCompany such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the benefit protection of the Holders of all or any series of such Securities and any Coupons appertaining thereto (and if such covenants are to be for the benefit of less than all the Securities, stating that such covenants are being included solely for the benefit of such series)or Tranche thereof, or to surrender any right or power herein conferred upon the CompanyCompany and to make the occurrence and continuance of a default in any such additional covenants, orrestrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (3d) 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 or under any supplemental indentureindenture as the Board of Directors may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of any Securities; (e) to establish the form or terms of Securities of any series as permitted by Section 3.1; (f) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only), to provide for interchangeability thereof with Securities in each case registered form of the same series and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities of any series in uncertificated form provided any such manner as action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or; (4g) to secure payment add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of Outstanding Securities issue, authentication and delivery of any series equally and ratably with certain other liens Securities, as and to the extent required by this Indenture; orherein set forth; (5h) to add any additional Events of Default with respect to all or any or all series of Securities (and, if any as shall be specified in such additional Event of Default applies to fewer than all series of Securities, stating each series to which such Event of Default appliessupplemental indenture); or; (6i) to add to or change supplement any of the provisions of this Indenture to provide that Bearer Securities may such extent as shall be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or necessary to permit or facilitate the issuance defeasance and discharge of any series of Securities in uncertificated formpursuant to ARTICLE 12, provided that any such action shall not adversely -------- affect the interests of the Holders any Holder of an Outstanding Securities Security of any such series or any Coupons appertaining thereto other Outstanding Security in any material respect; or; (7j) to change make provisions with respect to conversion or eliminate any exchange rights 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 indenture supplemental hereto which is entitled to the benefit of such provision; or (8) to add to such conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities as are herein set forth other conditions, limitations and restrictions thereafter to be observed; or (9) to add or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the Trust Indenture Act; or (10) to establish the forms or terms Holders of Securities of any series and Coupons, if any, appertaining thereto as permitted by Sections 2.01 and ------------- 3.01 or to amend such forms or terms (whether established by indenture ---- supplemental hereto or pursuant to Board Resolution) in any manner which shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; orseries; (11k) to provide for the issuance under this Indenture of Securities denominated or payable in currency other than Dollars and to make all appropriate changes for such purpose; (l) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to Securities of one or more series the Securities, pursuant to Section 7.11, or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, ; (m) to modify any restrictions on and procedures for resales of Securities of any series that is not registered pursuant to the requirements Securities Act to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of restricted securities generally and to modify any legends placed on such Securities to reflect such restrictions and procedures; (n) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable to conform to provisions of the Trust Indenture Act as at the time in effect, provided that such action shall not materially adversely affect the interests of the Holders of the Securities of any series; and (o) otherwise to amend or supplement any of the provisions of this Indenture or in any supplemental indenture; provided, however, that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations, which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to 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 ------- 6.11. ----10.2.

Supplemental Indentures Without Consent of. SecurityholdersNoteholders. ---------------- ----------- (a) Without the consent of the Holders of any Securities or CouponsNotes but with prior notice to the Rating Agencies, the CompanyIssuer and the Indenture Trustee, when authorized by a Board Resolution, and the Trusteean Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (1i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another corporation person to the CompanyIssuer, and the assumption by any such successor of the covenants of the Company Issuer herein and in the Securities of all series Notes contained; or; (2iii) to add to the covenants of the CompanyIssuer, for the benefit of the Holders of all or any series of such Securities and any Coupons appertaining thereto (and if such covenants are to be for the benefit of less than all the Securities, stating that such covenants are being included solely for the benefit of such series)Notes, or to surrender any right or power herein conferred upon the Company, orIssuer; (3iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which that may be defective or inconsistent with any other provision herein or in any supplemental indenture, indenture or to make any other provisions with respect to matters or questions arising under this Indenture or under in any supplemental indenture; provided, in each case in that such manner action, as evidenced by an Officer's Certificate of the Servicer, shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; orthe Notes; (4) to secure payment of Outstanding Securities of any series equally and ratably with certain other liens as and to the extent required by this Indenture; or (5) to add any additional Events of Default with respect to any or all series of Securities (and, if any such additional Event of Default applies to fewer than all series of Securities, stating each series to which such Event of Default applies); or (6) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely -------- affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (7) 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 indenture supplemental hereto which is entitled to the benefit of such provision; or (8) to add to such conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities as are herein set forth other conditions, limitations and restrictions thereafter to be observed; or (9) to add or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the Trust Indenture Act; or (10) to establish the forms or terms of Securities of any series and Coupons, if any, appertaining thereto as permitted by Sections 2.01 and ------------- 3.01 or to amend such forms or terms (whether established by indenture ---- supplemental hereto or pursuant to Board Resolution) in any manner which shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (11vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee trustee with respect to Securities of one or more series or 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 Trusteetrustee, pursuant to the requirements of Section ------- 6.11Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. ----The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments -------- require: (i) satisfaction of the Rating Agency Condition and (ii) an Officer's Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder.

Supplemental Indentures Without Consent of. SecurityholdersHolders. ---------------- ------- Without the consent of the Holders of any Securities or CouponsHolders, the CompanyIssuer and the Guarantor, when authorized by a Board Resolution, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another corporation Person to the Company, Issuer and the Guarantor and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor herein and in the Securities of all series containedSecurities; or (2b) to add to the covenants of the Company, Issuer for the benefit of the Holders of all or any series of such Securities and any Coupons appertaining thereto (and if such covenants are to be for the benefit of less than all the series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company, or (3) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture or under any supplemental indenture, in each case in such manner as shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respectIssuer; or (4) to secure payment of Outstanding Securities of any series equally and ratably with certain other liens as and to the extent required by this Indenture; or (5c) to add any additional Events of Default with respect to for the benefit of the Holders of all or any or all series of Securities (and, and if any such additional Event Events of Default applies are to fewer be for the benefit of less than all series of Securities, stating each series to which that such Event additional Events of Default appliesare expressly being included solely for the benefit of such series); or (6d) to add to or change any of the provisions of this Indenture to provide that Bearer such extent as shall be necessary to permit or facilitate the issuance of Securities may be in bearer form, registrable or not registrable as to principal, to change and with or eliminate any restrictions on the payment of principal of or any premium or without interest on Bearer Securitiescoupons, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely -------- affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (7e) anything in this Indenture (other than Section 1.7) to the contrary notwithstanding, to add to, change or eliminate any of the provisions of this IndentureIndenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall become effective only -------- when there is no neither (i) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture supplemental hereto which is and entitled to the benefit of such provisionprovision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (8) to add to such conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities as are herein set forth other conditions, limitations and restrictions thereafter to be observed; or (9) to add or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with the Trust Indenture Act; or (10f) to establish the forms form or terms of Securities of any series and Coupons, if any, appertaining thereto as permitted by Sections 2.01 Section 2.1 and ------------- 3.01 or to amend such forms or terms (whether established by indenture ---- supplemental hereto or pursuant to Board Resolution) in any manner which shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect3.1; or (11g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section ------- 6.11. ----; or (h) to secure the Securities; or (i) to comply with any requirements of the Commission in order to effect and maintain the qualification of this Indenture under the Trust Indenture Act; or (j) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action pursuant to this Clause (j) shall not adversely affect the interests of the Holders in any material respect and Trustee may rely on an Opinion of Counsel that such action will not adversely affect the interests of the Holders in any material respect.