Common use of Without Consent of Securityholders Clause in Contracts

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make add to or change any of the provisions of this Indenture to provide, change in or eliminate any series restrictions on the payment of Securities principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jc) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (kd) to make evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (e) to secure any series of Securities; (f) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 as permitted by the terms thereof; (g) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; (h) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (li) to add guarantors or co-obligors with respect to any series of Securities; (j) 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; (k) to provide for uncertificated Securities in addition to certificated Securities; (l) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; andprovided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities; (m) to prohibit the authentication and delivery of additional series of Securities; or (n) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make delete or modify any change in Events of Default with respect to any series of the Securities, the form and terms of which are being first established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (ke) to make evidence the succession of another entity to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure any ambiguity or inconsistency or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (j) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lk) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (l) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; (m) to provide for uncertificated securities in addition to certificated securities; (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; (o) to prohibit the authentication and delivery of additional series of Securities; or (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company The Corporation and the Trustee, Debenture Trustee may from time to time and at any time and from time to timeamend this Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the CompanyCorporation, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained Corporation pursuant to Article X hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Debenture Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Debenture Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture, provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; a distribution of Securities by the Trust following a Dissolution Event, provided that any such change or elimination action shall become effective only when there is no Outstanding Security not materially adversely affect the interests of any series created prior to the execution holders of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Debenture Trustee is hereby authorized to join with the Company Corporation in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Debenture Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Debenture Trustee's own rights, duties or assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to this Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company Corporation and the Debenture Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make delete or modify any change in Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (ke) to make evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure or reform any ambiguity mistake, manifest error, omission, defect or inconsistency, or to conform the text of any provision herein or in any indenture supplemental hereto to any description thereof in the applicable section of a prospectus, prospectus supplement or other offering document that was intended to be a verbatim recitation of a provision of this Indenture under of any indenture supplemental hereto; (j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lk) to add guarantors or co-obligors with respect to any series of Securities; and; (l) 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; (m) to provide for uncertificated securities in addition to certificated securities; (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities; (o) to prohibit the authentication and delivery of additional series of Securities; or (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 3.1 with respect to any series of Securities, 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, in form satisfactory to the Trustee, hereto for any one or more of or all the following purposes:purposes (except that with respect to Section 14.1(k), the signatures of the Other Guarantors shall not be required): (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyCompany or any Guarantor, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the CompanyCompany or any Guarantor; (b) to delete or modify any Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.1 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to, change or eliminate any of the provisions of this Indenture with respect to one or more series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall: (i) neither 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 modify the rights of the Holders of any such Security with respect to the benefit of such provision; or (ii) become effective only when there is no such prior Security Outstanding; (d) to evidence the succession of another company to the Company or any Guarantor, or successive successions, and the assumption by such successor of the covenants and obligations of the Company or such Guarantor, as applicable, contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.6(c); (f) in the case of any subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt under such provisions (but only if each such holder of Senior Debt under such provisions consents to such change); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture pursuant to Sections 11.5, 11.6 or 11.7 hereof as permitted by the terms thereof; (i) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (k) to add Guarantors or co-obligors with respect to any series of Securities, or to release Guarantors from their Guarantees of Securities in accordance with the terms of the applicable series of Securities; (l) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jm) to change provide for uncertificated securities in addition to or eliminate in place of certificated securities; (n) to supplement any of the provisions of this IndentureIndenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such change or elimination action shall become effective only when there is no Outstanding Security not adversely affect the interests of any series created prior to the execution Holders of Securities of such supplemental indenture that is entitled to the benefit series or any other series of such provision and as to which such supplemental indenture would applySecurities; (ko) to make any amendment to this Indenture necessary to qualify this Indenture under prohibit the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any authentication and delivery of additional series of Securities; andor (mp) to establish the form and or terms of other Securities issued under this Indenture and coupons of any series of such other Securities pursuant to this Indenture and to change the procedures for transferring and exchanging such other Securities so long as permitted in Section 3.01, or to provide for such change does not adversely affect the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities Holders of any series, Securities then Outstanding (except as herein set forth, or other conditions, limitations or restrictions thereafter to be observedrequired by applicable securities laws). Subject to the provisions of Section 14.0314.3, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 14.1 may be executed by the Company Company, the Guarantors (if applicable) 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 14.0214.2.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company The Corporation and the Trustee, Debenture Trustee may from time to time and at any time and from time to timeamend this Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the CompanyCorporation, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained Corporation pursuant to Article X hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Debenture Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Debenture Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture, provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; a distribution of Securities by the Trust following a Dissolution Event, provided that any such change or elimination action shall become effective only when there is no Outstanding Security not materially adversely affect the interests of any series created prior to the execution holders of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Debenture Trustee is hereby authorized to join with the Company Corporation in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Debenture Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Debenture Trustee's own rights, duties or assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to this Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company Corporation and the Debenture Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, without the consent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained herein and in the Securities pursuant to Article VIII hereof; (b) to add to the covenants of one the Company such further covenants, restrictions or more series conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book- entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.06 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Preferred Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to Securities by the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applyTrust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;[; or (lh) to add guarantors or co-obligors make provision with respect to any series of Securities; and (m) to establish the form and terms conversion of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add pursuant to the conditions, limitations or restrictions on the authorized amount, terms or purposes requirements of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedArticle XIII]. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 TrusteeTrustee and the Company, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make delete or modify any change in Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (ke) to make evidence the succession of another Person to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 10.06(c); (g) to secure any series of Securities or to release any collateral or lien securing Securities of any series in accordance with the terms of the Securities of such series; (h) to evidence any changes to this Indenture necessary pursuant to qualify Sections 10.05, 10.06 or 10.07 hereof as permitted by the terms thereof; (i) to cure any ambiguity or inconsistency or to correct or supplement any provision contained herein or in any indenture supplemental hereto that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (j) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lk) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (l) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; (m) to provide for uncertificated securities in addition to certificated securities; (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; (o) to prohibit the authentication and delivery of additional series of Securities; or (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.0313.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 13.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 3.1 with respect to any series of Securities, 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, in form satisfactory to the Trustee, for any one or more of or all the following purposes:purposes (except that with respect to Section 14.1(k), the signatures of the Other Guarantors shall not be required): (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyCompany or any Guarantor, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the CompanyCompany or any Guarantor; (b) to delete or modify any Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.1 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to, change or eliminate any of the provisions of this Indenture with respect to one or more series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall: (i) neither 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 modify the rights of the Holders of any such Security with respect to the benefit of such provision; or (ii) become effective only when there is no such prior Security Outstanding; (d) to evidence the succession of another company to the Company or any Guarantor, or successive successions, and the assumption by such successor of the covenants and obligations of the Company or such Guarantor, as applicable, contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.6(c); (f) in the case of any subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt under such provisions (but only if each such holder of Senior Debt under such provisions consents to such change); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture pursuant to Sections 11.5, 11.6 or 11.7 hereof as permitted by the terms thereof; (i) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (k) to add Guarantors or co-obligors with respect to any series of Securities, or to release Guarantors from their Guarantees of Securities in accordance with the terms of the applicable series of Securities; (l) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jm) to change provide for uncertificated securities in addition to or eliminate in place of certificated securities; (n) to supplement any of the provisions of this IndentureIndenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such change or elimination action shall become effective only when there is no Outstanding Security not adversely affect the interests of any series created prior to the execution Holders of Securities of such supplemental indenture that is entitled to the benefit series or any other series of such provision and as to which such supplemental indenture would applySecurities; (ko) to make any amendment to this Indenture necessary to qualify this Indenture under prohibit the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any authentication and delivery of additional series of Securities; andor (mp) to establish the form and or terms of other Securities issued under this Indenture and coupons of any series of such other Securities pursuant to this Indenture and to change the procedures for transferring and exchanging such other Securities so long as permitted in Section 3.01, or to provide for such change does not adversely affect the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities Holders of any series, Securities then Outstanding (except as herein set forth, or other conditions, limitations or restrictions thereafter to be observedrequired by applicable securities laws). Subject to the provisions of Section 14.0314.3, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 14.1 may be executed by the Company Company, the Guarantors (if applicable) 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 14.0214.2.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company Issuer and the Guarantor, 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 reasonably satisfactory to the Trustee, without the consent of any Holders for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect ambiguity or inconsistency contained to correct any provision herein which may be defective or in inconsistent with any supplemental indentureother provision herein; provided, however, it being expressly understood that such any amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and described in this Indenture or any supplemental indenture; clause (ca) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) made solely to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to or of the extent that such provision section entitled “Description of the Notes” in the Prospectus was intended Supplement will not be deemed to be a verbatim recitation materially and adversely affect the interests of Holders; (b) to secure the Securities pursuant to the requirements of Section 6.05 or Section 6.09 or otherwise; (c) to evidence and provide the acceptance of the appointment of a provision successor Trustee hereunder; (d) to make any other change that would provide any additional rights or benefits to the Holders or that does not in an Opinion of Counsel adversely affect the legal rights of any Holder under this Indenture or such series of the Securities as evidenced by an Officers’ Certificateof such series; (ie) to evidence the succession of another Person to the Issuer or the Guarantor, and the assumption by any such successor of the covenants of the Issuer or the Guarantor, as the case may be, contained herein and in the Securities of such series or the Guarantee, as the case may be; (f) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jg) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (kh) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (li) to add guarantors or co-obligors with respect to any series of Securities; and (mj) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company Issuer and the Guarantor in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Company Issuer, the Guarantor 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 14.02.

Without Consent of Securityholders. Except Notwithstanding Section 15.02 of this Indenture, and except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company and the Trustee, at Trustee may modify or amend this Indenture (including any time and from time to time, may enter into one indenture supplemental hereto or more indentures supplemental hereto, in form satisfactory to Company Order) or the Trustee, for Securities of any one or more series without the consent of or all the following purposesany Holder of any Security of any series: (a) to cure evidence that another entity is the Company’s or any ambiguity, omission, defect Guarantor’s successor and has assumed the Company’s or inconsistency contained herein such Guarantor’s obligations with respect to this Indenture and the Securities of one or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holdersmore series; (b) to evidence the succession of another corporation add to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture ’s or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the Guarantor’s covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenantscovenants are to be for the benefit of fewer that all series of Securities, agreements stating that such covenants are expressly being included for the benefit of such series as shall be identified therein) or to surrender any of the Company’s rights or powers hereunder; (c) to add any Events of Default to all or any series of Securities (and if such Events of Default are to be for the benefit of fewer than that all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein); (d) to delete or modify any Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (e) to change or eliminate any restrictions on the payment of the principal of, or any premium or interest on, any Securities of any series or any Guarantees, to modify the provisions relating to global Securities, or to surrender permit the issuance of Securities of any right or power herein conferred upon series in uncertificated form, so long as in any such case the Companyinterests of the Holders of Securities of any series are not adversely affected in any material respect; (f) to add to, change or eliminate any provision of this Indenture in respect of one or more series of Securities, so long as either there is no Outstanding Security of any series entitled to the benefit of the provision, or the amendment does not apply to any then Outstanding series of Securities; (g) to secure any series of Securities; (h) to provide for the appointment of a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions to facilitate the administration of the trusts under this Indenture by more than one Trustee; (i) to facilitate the satisfaction and discharge, or Legal Defeasance or Covenant Defeasance, with respect to the Securities of any series by the deposit in trust of money and/or U.S. Government Obligations in accordance with the applicable provisions of Article XIII; (j) to cure any ambiguity, defect, mistake or inconsistency in this Indenture (including any indenture supplemental hereto or Company Order) or any Security of any series or any Guarantee; (k) to conform the text of this Indenture (including any indenture supplemental hereto or Company Order) or any Securities of a series or any Guarantees to the description of the terms of such Securities in the offering memorandum, prospectus or other offering document applicable to such Securities at the time of initial sale thereof; (l) to make any other provisions with respect to matters or questions arising under this Indenture (including any indenture supplemental hereto or Company Order), the Securities of any series or any Guarantee so long as the action does not adversely affect the interests of the Holders of the Securities of any series of Securities in any material respect; (m) to add to or change or eliminate any provision of this Indenture or the Securities of any series as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (n) to add Guarantors or co-obligors with respect to any series of Securities and to provide for the terms and provisions thereof (including to secure such Guarantees and provide release provisions and other modifications to facilitate the same) or to release Guarantors from their Guarantees of Securities in accordance with the terms of the applicable series of Securities; (o) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect respect the rights of the Holders to transfer of such Securities; (jp) to change or eliminate any prohibit the authentication and delivery of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any additional series of Securities; andor (mq) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the TrusteeGuarantors, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the 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 the Trustee, hereto for any one or more of or all the following purposes: (a) to cure convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any ambiguity, omission, defect property or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holdersassets; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenturepursuant to Article 4; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyCompany such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities Securities, (and if such covenants, agreements and Events of Default restrictions, conditions or provisions are to be for the protection or benefit of fewer less than all series of Securities, stating that such covenants, agreements and Events of Default they are expressly being included solely for the benefit or protection of such series), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Companywaive such an Event of Default; (fd) to make cure any change ambiguity or to correct or supplement any provision contained herein or in any series supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of Securities that does Directors may deem necessary or desirable and which shall not adversely affect the legal rights under this Indenture interests of any Holder the Holders of such the Securities in any material respect; (ge) to establish the form or forms or terms of Securities of any series as permitted by Section 2.01; (f) to evidence and provide for the acceptance of an appointment under hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of a successor Trustee; provided that the successor Trustee is otherwise qualified trusts hereunder by more than one trustee, pursuant to the requirements of Article 7; (g) to provide for uncertificated Securities and eligible to act as make all appropriate changes for such under the terms hereofpurpose; (h) to conform comply with the text of this Indenture or any series requirements of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ CertificateTIA; (i) to make any amendment add additional Guarantors with respect to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities;and (j) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision evidence and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance acceptance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedappointment hereunder by a successor Trustee. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company and the Guarantors in the execution of any such supplemental indenture, to make the 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend this Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book- entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Preferred Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by New South Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;Act of 1939; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to this Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company Company, the Parent 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make delete or modify any change in Events of Default with respect to any series of the Securities, the form and terms of which are being first established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (e) to evidence the succession of another entity to the Company or the Parent Guarantor, or successive successions, and the assumption by such successor of the covenants and obligations of the Company or the Parent Guarantor contained in the Securities of one or more series or guarantees and in this Indenture or any supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities or guarantees; (h) to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure any ambiguity, omission, defect or inconsistency or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; (j) to conform the text of this Indenture, as amended and supplemented, that is applicable to the Securities of any series to the description of the terms of such Securities and related guarantees in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes a unintended conflict with the corresponding provisions of such offering document; (k) to make add to or change or eliminate any amendment to provision of this Indenture as shall be necessary or desirable in accordance with any amendments to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (m) to make any change in any series of Securities that does not adversely affect the rights of the Holders of such Securities in any material respect; (n) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (o) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities and any related guarantees in any material respect; (p) to provide for the issuance of additional Securities of any series or to prohibit the authentication and delivery of additional series of Securities; or (q) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by OnBank Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make delete or modify any change in Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (ke) to make evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; (j) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lk) to add guarantors or co-obligors with respect to any series of Securities; and; (l) 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; (m) to provide for uncertificated Securities in addition to certificated Securities; (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities; (o) to prohibit the authentication and delivery of additional series of Securities; or (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, when authorized by or pursuant to a Board Resolution, the Company Issuer 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyIssuer, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the CompanyIssuer; (fb) to make delete or modify any change in Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (e) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by such successor of the covenants and obligations of the Issuer contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; (j) to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (k) to make add to or change or eliminate any amendment to provision of this Indenture as shall be necessary or desirable in accordance with any amendments to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors or co-obligors from their guarantees or obligations with respect to Securities; and, as the case may be, in accordance with the terms of the applicable series of Securities; (m) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; (n) to provide for uncertificated securities in addition to certificated securities; (o) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities; (p) to prohibit the authentication and delivery of additional series of Securities; (q) to provide for registration rights; or (r) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company Issuer in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Company Issuer 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, mistake, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holdersinconsistency; (b) to evidence conform the succession text of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or the Securities to any supplemental indentureprovision under the heading “Description of Debt Securities,” or similar heading, in the offering memorandum, prospectus or similar document in respect of the Securities; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add further covenants, restrictions, conditions or provisions relating to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case Company for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), Holders or to surrender any right or power herein conferred upon the Company; (fd) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in under Section 3.01, or to provide for the issuance of additional Securities, and provide for uncertificated Securities in accordance addition to or in place of certificated Securities; provided that, the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the US Internal Revenue Code; (e) provide for the assumption of our obligations in the case of a merger or consolidation and our discharge upon such assumption, provided that the provisions described under the Section 6.04 are complied with; (f) add covenants or make any change that would provide any additional rights or benefits to the Holders of the Securities; (g) add guarantees or co-obligors with respect to the Securities; (h) secure the Securities including to add collateral and matters related thereto including entering into intercreditor arrangements, in each case when permitted or required under the Indenture and the Securities, and to release and discharge any lien when permitted or required under the Indenture and the Securities; (i) add or appoint a successor or separate trustee (including to effect any changes pursuant to Sections 11.05, 11.06 or 11.07); (j) make any change that does not adversely affect in any material respect the interests of any Holder; (k) modify or amend any of the provisions of the Indenture relating to the transfer and legending of Securities; provided that (a) compliance with the limitations set forth Indenture as so amended would not result in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery Securities being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not adversely affect the rights of any series, as herein set forth, Holders to transfer Securities; or (l) obtain or other conditions, limitations or restrictions thereafter to be observedmaintain the qualification of the Indenture under the Trust Indenture Act. Subject to Section 14.02, upon the provisions written request of Section 14.03the Company and upon receipt by the Trustee of the documents described in Sections 14.06 and 16.01 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture or other amendment unless such amended or supplemental indenture or other amendment affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or other amendment. Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend this Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book- entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Vesta Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;Act of 1939; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to this Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, without the consent of the Securityholders, for any one or more of or all the following purposes:: 42 (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained herein and in the Securities pursuant to ARTICLE X hereof; (b) to add to the covenants of one the Company such further covenants, restrictions or more series conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to SECTION 2.06 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Preferred Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to Securities by the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applyTrust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 SECTION 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.02SECTION 9.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company Issuer, the Parent 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyIssuer or the Parent Guarantor, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the CompanyIssuer or the Parent Guarantor; (fb) to make delete or modify any change in Events of Default with respect to any series of the Securities, the form and terms of which are being first established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (gd) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited add to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; 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 Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (ke) to make evidence the succession of another entity to the Issuer or the Parent Guarantor, or successive successions, and the assumption by such successor of the covenants and obligations of the Issuer or the Parent Guarantor contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture (including the substitution of the Issuer by the Parent Guarantor (and simultaneous release of the Guarantee of the Parent Guarantor) pursuant to Section 6.05); (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.08(c); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.07, 11.08 or 11.09 hereof as permitted by the terms thereof; (i) to cure any ambiguity or inconsistency or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (j) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lk) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (l) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; (m) to provide for uncertificated securities in addition to certificated securities; (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; (o) to prohibit the authentication and delivery of additional series of Securities; or (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company Issuer and the Parent Guarantor in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Company Issuer, the Parent Guarantor 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company Issuer, 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyObligors, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the CompanyObligors; (fb) to make delete or modify any change in Events of Default with respect to any series of Securities that does not adversely affect the legal Securities, the form and terms of which are first being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights under this Indenture and remedies of any Holder the Trustee and the Holders of such Securities in connection therewith, provided that such supplemental indenture shall not apply to any material respectOutstanding Security of any series created prior to the date of such supplemental indenture; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jc) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (kd) to make evidence the succession of another entity to the Issuer, or successive successions, and the assumption by such successor of the covenants and obligations of the Issuer contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (f) to secure any series of Securities; (g) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (h) to cure any ambiguity or inconsistency or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (i) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lj) to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein and in the Securities or to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (k) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; (l) to provide for uncertificated securities in addition to certificated securities; (m) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities; (n) to prohibit the authentication and delivery of additional series of Securities; or (o) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company Issuer and the Guarantor in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Company Issuer, the Guarantor 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supple- mental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, minimum denominations and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Firstar Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by UCBH Trust Co. following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act; (lh) to add guarantors or co-obligors with respect enable the Company and the Trust to conduct an Exchange Offer as contemplated by the Registration Rights Agreement, provided that any series such action shall not materially adversely affect the interests of the holders of the Securities; andor (mi) to establish make any change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series 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 enable the Company and HUBCO Capital Trust to conduct an Exchange Offer on Form S-4 as contemplated by the Registration Rights Agreement, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, minimum denominations and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by HUBCO Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company Issuers 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyIssuers, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the CompanyIssuers; (fb) to make delete or modify any change in any series Events of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) Default with respect to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture all or any series of the Securities Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any provision such Event of the section entitled “Description of Debt Securities” in the Prospectus Default is applicable to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities as evidenced by an Officers’ Certificatein connection therewith; (ic) to make add to or change any amendment to of the provisions of this Indenture relating to provide, change or eliminate any restrictions on the transfer and legending payment of principal of or premium, if any, on Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of material respect as determined by the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer SecuritiesIssuers; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (ke) to make evidence the succession of another Person to the Issuers, or successive successions, and the assumption by such successor of the covenants and obligations of the Issuers contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities or to release any collateral or lien securing Securities of any series in accordance with the terms of the Securities of such series; (h) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (j) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lk) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (l) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities, as determined by the Issuers; (m) to provide for uncertificated securities in addition to certificated securities; (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; (o) to prohibit the authentication and delivery of additional series of Securities; or (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company Issuers in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Company Issuers 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional -------- ------- covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to Securities by the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applyTrust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, without the consent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained herein and in the Securities pursuant to Article X hereof; (b) to add to the covenants of one the Company such further covenants, restrictions or more series conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book- entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.06 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Preferred Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Dynegy Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make delete or modify any change in Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (ke) to make evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure or reform any ambiguity, mistake, manifest error, omission, defect or inconsistency, or to conform the text of any provision herein or in any indenture supplemental hereto to any description thereof in the applicable section of a prospectus, prospectus supplement or other offering document that was intended to be a verbatim recitation of a provision of this Indenture under of any indenture supplemental hereto; (j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lk) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors or co-obligors from their guarantees or other obligations in respect of Securities in accordance with the terms of the applicable series of Securities; and; (l) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; (m) to provide for uncertificated securities in addition to certificated securities; (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities; (o) to prohibit the authentication and delivery of additional series of Securities; or (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company Issuer, the applicable Guarantors 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyIssuer, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the CompanyIssuer; (fb) to make delete or modify any change in any series Events of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) Default with respect to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture all or any series of the Securities Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any provision such Event of the section entitled “Description of Debt Securities” in the Prospectus Default is applicable to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities as evidenced by an Officers’ Certificatein connection therewith; (ic) to make add to or change any amendment to of the provisions of this Indenture relating to provide, change or eliminate any restrictions on the transfer and legending payment of principal of or premium, if any, on Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of material respect as determined by the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer SecuritiesIssuer; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (ke) to make evidence the succession of another Person to the Issuer or a Guarantor, or successive successions, and the assumption by such successor of the covenants and obligations of the Issuer or such Guarantor, as applicable, contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities or to release any collateral or lien securing Securities of any series in accordance with the terms of the Securities of such series; (h) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (j) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lk) to add guarantors Guarantors or co-obligors with respect to any series of Securities or to release Guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (l) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities, as determined by the Issuer; (m) to provide for uncertificated securities in addition to certificated securities; (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; (o) to prohibit the authentication and delivery of additional series of Securities; or (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company Issuer and the applicable Guarantors in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Company Issuer, the applicable Guarantors 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained pursuant to Article Ten hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided, that any such action shall not, as evidenced by an Opinion of Counsel delivered to the Trustee, materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Madison Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 3.1 with respect to any series of Securities, 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, in form satisfactory to the Trustee, for any one or more of or all the following purposes:purposes (except that with respect to Section 14.1(i) with respect to the addition of guarantors, the signatures of the other Guarantors shall not be required): (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyCompany or any Guarantor, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, covenants and agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, covenants and agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), to add any additional Events of Default or to surrender any right or power herein conferred upon the CompanyCompany or any Guarantor; (b) to delete or modify any Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.1 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to, change or eliminate any of the provisions of this Indenture with respect to one or more series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall: (i) neither 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 modify the rights of the Holders of any such Security with respect to the benefit of such provision; or (ii) become effective only when there is no such prior Security Outstanding; (d) to evidence the succession of another company to the Company or any Guarantor, or successive successions, and the assumption by such successor of the covenants and obligations of the Company or such Guarantor, as applicable, contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or to facilitate the administration of the trusts created hereunder by more than one Trustee, pursuant to the requirements of Section 11.6(c); (f) in the case of any subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt under such provisions (but only if each such holder of Senior Debt under such provisions consents to such change); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture pursuant to Sections 11.5, 11.6 or 11.7 hereof as permitted by the terms thereof; (i) to cure any ambiguity, omission or mistake or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (k) to add guarantors with respect to any series of Securities, including any Guarantors, or to evidence the release of any Guarantor from their Guarantees of Securities in accordance with the terms of this Indenture and the applicable series of Securities; (l) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jm) to change provide for uncertificated securities in addition to or eliminate in place of certificated securities subject to applicable laws; (n) to supplement any of the provisions of this IndentureIndenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such change or elimination action shall become effective only when there is no Outstanding Security not adversely affect the interests of any series created prior to the execution Holders of Securities of such supplemental indenture that is entitled to the benefit series or any other series of such provision and as to which such supplemental indenture would applySecurities; (ko) to make any amendment to this Indenture necessary to qualify this Indenture under prohibit the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any authentication and delivery of additional series of Securities; andor (mp) to establish the form and or terms of other Securities issued under this Indenture and coupons of any series of such other Securities pursuant to this Indenture and to change the procedures for transferring and exchanging such other Securities so long as permitted in Section 3.01, or to provide for such change does not adversely affect the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities Holders of any series, Securities then Outstanding (except as herein set forth, or other conditions, limitations or restrictions thereafter to be observedrequired by applicable securities laws). Subject to the provisions of Section 14.0314.3, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 14.1 may be executed by the Company Company, the Guarantors (if applicable) 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 14.0214.2.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend this Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition, such amendment may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies available to the Trustee upon such Default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form if allowed by law (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided, that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Trenwick Capital Trust I following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;Act of 1939; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to this Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make delete or modify any change in Events of Default with respect to any series of Securities that does not adversely affect the legal Securities, the form and terms of which are first being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights under this Indenture and remedies of any Holder the Trustee and the Holders of such Securities in connection therewith, provided that such supplemental indenture shall not apply to any material respectOutstanding Security of any series created prior to the date of such supplemental indenture; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jc) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (kd) to make evidence the succession of another entity to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (f) to secure any series of Securities; (g) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (h) to cure any ambiguity or inconsistency or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (i) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lj) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (k) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; (l) to provide for uncertificated securities in addition to certificated securities; (m) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities; (n) to prohibit the authentication and delivery of additional series of Securities; or (o) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article Ten hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenture;condition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; 57 (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by ALBANK Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to this Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect -------- ------- of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially -------- ---- adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book- entry provisions, the form of restricted securities legends, if any, to be placed on Securities, minimum denominations and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Xerox Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsis tent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; PROVIDED THAT any such action shall not adversely affect the rules interests of any applicable Depositarythe holders of the Securities; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (je) to change make provision for transfer procedures, certification, book-entry provisions and all other matters required pursuant to Section 2.06 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Preferred Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Independent Capital Trust II following a Dissolution Event; (kf) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (mg) to establish make any change that does not adversely affect the form and terms of Securities rights of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedSecurityholder. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make add to or change any of the provisions of this Indenture to provide, change in or eliminate any series restrictions on the payment of Securities principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jc) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (kd) to make evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (f) to secure any series of Securities; (g) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 as permitted by the terms thereof; (h) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; (i) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lj) to add guarantors or co-obligors with respect to any series of Securities; and; (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; (l) to provide for uncertificated Securities in addition to certificated Securities; (m) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities; (n) to prohibit the authentication and delivery of additional series of Securities; or (o) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company Companies 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyCompanies, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the CompanyCompanies; (fb) to make delete or modify any change in Events of Default with respect to any series of the Securities, the form and terms of which are first being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (e) to evidence the succession of another entity to any Company or the Parent Guarantor, or successive successions, and the assumption by such successor of the covenants and obligations of the Companies or the Parent Guarantor contained in the Securities of one or more series and guarantees and in this Indenture or any supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities or any guarantee; (h) to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure any mistake, ambiguity or inconsistency or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; (j) to conform the text of this Indenture, as amended and supplemented, that is applicable to the Securities of any series to the description of the terms of such Securities in the prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof, as provided in an Officers’ Certificate; (k) to make add to or change or eliminate any amendment to provision of this Indenture as shall be necessary or desirable in accordance with any amendments to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (m) to make any change in any series of Securities that does not adversely affect the rights of the Holders of such Securities in any material respect; (n) to provide for uncertificated securities in addition to certificated securities; (o) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities and any related guarantees in any material respect; (p) to provide for the issuance of additional Securities of any series or to prohibit the authentication and delivery of additional series of Securities; or (q) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company Companies in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Company Companies 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenturepursuant to Article X hereof; (cb) to comply convey, transfer, assign, mortgage or pledge any property to or with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), Trustee or to surrender any right or power herein conferred upon the Company; (fc) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, and to make any change the occurrence, or the occurrence and continuance, of a default in any series of Securities such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that does not adversely affect in respect of any such additional covenant, -------- ------- restriction or condition such amendment may pro vide for a particular period of grace after default (which period may be shorter or longer than that allowed in the legal rights case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (d) to provide for the issuance under this Indenture of any Holder Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in any material respectfully registered form and to make all appropriate changes for such purpose; (ge) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such -------- action shall not materially adversely affect the interests of the holders of the Securities; (f) to evidence and provide for the acceptance of an appointment under this Indenture hereunder by a successor trustee with respect to the Securities; (g) to make provision for transfer procedures, certification, book- entry provisions, the form of restricted securities legends, if any, to be placed on Securities, minimum denominations and all other matters required pursuant to Section 2.07 or otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the event of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereofdistribution of Securities by AFC Capital Trust following a Dissolution Event; (h) to conform the text qualify or maintain qualification of this Indenture or any series of under the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Trust Indenture or such series of the Securities as evidenced by an Officers’ Certificate;Act; or (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, change that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that Securityholder in any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company The Corporation and the Trustee, Debenture Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the CompanyCorporation, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained Corporation pursuant to Article X hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Debenture Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Debenture Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenturea distribution of Securities by the Trust following a Dissolution Event; provided that any such change or elimination action shall become effective only when there is no Outstanding Security not materially adversely affect the interests of any series created prior to the execution holders of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Debenture Trustee is hereby authorized to join with the Company Corporation in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Debenture Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Debenture Trustee's own rights, duties or assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company Corporation and the Debenture Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect -------- ------- of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially ------------- adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book- entry provisions, the form of restricted securities legends, if any, to be placed on 41 Securities, minimum denominations and all other matters required pursuant to Section 2.06 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Trust Preferred Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by AGL Capital Trust II following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by (a) Notwithstanding Section 3.01 with respect to any series 9.02 of Securitiesthis Indenture, the Company Company, the Subsidiary Guarantors and the Trustee, at Trustee may amend or supplement this Indenture or the Securities without the consent of any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposesSecurityholder: (ai) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holdersinconsistency; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (cii) to comply with Article 5 hereof and Section 10.01 (concerning amendments to the rules of any applicable DepositaryCollateral Documents expressly called for therein); (diii) to secure any series provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (iv) to add Subsidiary Guarantees with respect to the Securities; (ev) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be Company for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), Securityholders or to surrender any right or power herein conferred upon the Company; (fvi) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vii) to make any change in any series of Securities that does not adversely affect would provide additional rights or benefits to the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series Holders of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent or that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities does not, as evidenced by an Officers’ Certificate; (i) to make any amendment Opinion of Counsel delivered to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this IndentureTrustee, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securitiesany Securityholder in any respect; (jviii) to change evidence or eliminate provide for a replacement Trustee under Section 7.08 hereof; (ix) to execute and deliver any documents necessary or appropriate to release Liens on any Collateral as permitted by Section 10.03 hereof; or (x) to provide a security interest in any additional Collateral for the benefit of the Securityholders; provided, that the Company has delivered to the Trustee an Opinion of Counsel stating that any such amendment or supplement complies with the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;Section 9.01. (kb) to make any amendment to this Indenture necessary to qualify this Indenture under Upon the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery request of the Securities Company and the Subsidiary Guarantors accompanied by Board Resolutions of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions their respective Boards of Section 14.03, the Trustee is authorized to join with the Company in Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make the any further appropriate agreements and stipulations which may be therein contained and contained, but the Trustee shall not be obligated to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any enter into such supplemental indenture authorized by which affects its own rights, duties or immunities under this Indenture, the provisions of Collateral Documents or otherwise. (c) After an amendment or supplement under this Section 14.01 may be executed by 9.01 becomes effective, the Company and shall mail to all Securityholders a notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the Trustee without the consent validity of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 14.02an amendment or supplement under this Section.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenturepursuant to Article X hereof; (cb) to comply convey, transfer, assign, mortgage or pledge any property to or with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), Trustee or to surrender any right or power herein conferred upon the Company; (fc) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Company and the Trustee shall consider to be for the protection of the Securityholders, and to make any change the occurrence, or the occurrence and continuance, of a default in any series of Securities such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that does not adversely affect in respect of any such additional covenant, restriction or condition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the legal rights case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (d) to provide for the issuance under this Indenture of any Holder Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in any material respectfully registered form and to make all appropriate changes for such purpose; (ge) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (f) to evidence and provide for the acceptance of an appointment under this Indenture hereunder by a successor trustee with respect to the Securities; (g) to make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, minimum denominations and all other matters required pursuant to Section 2.07 or otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the event of a successor Trustee; provided that distribution of Securities by the successor Trustee is otherwise qualified and eligible to act as such under the terms hereofTrust following a Dissolution Event; (h) to conform the text qualify or maintain qualification of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (li) to add guarantors comply with the requirements of any securities exchange or co-obligors with respect to any series of Securitiesinterdealer quotation system on which the Securities are or will be listed; and (mj) to establish make any change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by 88 (a) Notwithstanding Section 3.01 with respect to any series 9.02 of Securitiesthis Indenture, the Company Issuers, when authorized by Board Resolutions, and the Trustee, at Trustee may amend or supplement this Indenture or the Securities without the consent of any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposesSecurityholder: (ai) to cure any ambiguity, omission, defect or inconsistency contained herein or to provide for the assumption by a successor corporation, partnership trust or limited liability company of the obligation of an Issuer under this Indenture; provided, that such amendment or supplement does not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect the rights of any Securityholder in any respect; (ii) to comply with Article 5 hereof; (iii) to provide for uncertificated Securities in addition to or in any supplemental indentureplace of certificated Securities; provided, however, that the 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 amendment does not materially and adversely affect that the rights uncertificated Securities are described in Section 163(f)(2)(B) of Holdersthe Internal Revenue Code of 1986, as amended; (biv) to evidence the succession of another corporation add Guarantees with respect to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (ev) to add to the covenants and agreements of the Company, to be observed thereafter and during Issuers or the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be Subsidiary Guarantors for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), Securityholders or to surrender any right or power herein conferred upon the CompanyIssuer or the Subsidiary Guarantors; (fvi) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vii) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities not, as evidenced by an Officers’ Certificate; (i) to make any amendment Opinion of Counsel delivered to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this IndentureTrustee, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities;any Securityholder in any respect; or (jviii) to change evidence or eliminate provide for a replacement Trustee under Section 7.08 hereof; provided, that the Issuers have delivered to the Trustee an Opinion of Counsel stating that any of such amendment or supplement complies with the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;Section 9.01. (kb) to make any amendment to this Indenture necessary to qualify this Indenture under Upon the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery request of the Securities Issuers and the Subsidiary Guarantors accompanied by Board Resolutions of any seriestheir respective Boards of Directors or board of managers, as herein set forththe case may be, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Subsidiary Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make the any further appropriate agreements and stipulations which may be therein contained and contained, but the Trustee shall not be obligated to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any enter into such supplemental indenture authorized by the provisions of which affects its own rights, duties or immunities under this Indenture or otherwise. (c) After an amendment or supplement under this Section 14.01 may be executed by 9.01 becomes effective, the Company and Issuers shall mail to all Securityholders a notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the Trustee without the consent validity of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 14.02an amendment or supplement under this Section.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company and Trustee May Enter Into Supplemental Indentures for Specified Purposes. The Company (when authorized by resolution of its Board of Directors) 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, to surrender any right or power hereunder conferred upon the Company, and to add Events events of Defaultdefault, in each case for the protection or benefit of the Holders holders of all or any series of the Securities (and if such covenants, agreements agreements, surrender of rights or powers and Events events of Default default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements agreements, surrender of rights or powers and Events events of Default default are expressly being included for the benefit of such series as shall be identified therein); (b) to change or eliminate any provisions of the Indenture with respect to all or any series of the Securities not then outstanding (and, if such change is applicable to fewer than all such series of the Securities, specifying the series to which such change is applicable), and to specify the rights and remedies of the Trustee and the holders of such Securities in connection therewith; (c) to evidence the succession of another corporation to the Company, the Trustee, or successive successions, and the assumption by a successor, transferee or lessee corporation of the covenants and obligations of the Company or Trustee, as the case may be, contained in the Securities of one or more series or in this Indenture; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to surrender make any right other provision in regard to matters or power herein conferred upon questions arising under this Indenture which the CompanyBoard of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Securities; (e) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may be required to convey, transfer, assign, mortgage or pledge in accordance with the provisions of Section 5.04; (f) to make any change in any prohibit the authentication and delivery of additional series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect;Securities; 49 (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible add to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that any Indenture to such change extent as shall be necessary to permit or elimination shall become effective only when there is no Outstanding Security facilitate the issuance of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and Securities in bearer form, registrable or not registrable as to which such supplemental indenture would applyprincipal and with or without interest coupons; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (mh) to establish the form and terms of the Securities of any series as permitted in Section 3.01Sections 2.01 and 2.02, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; and (i) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to the holders, so long as such change does not require the consent of the holders pursuant to any other provision of this Indenture and is not inconsistent with any other provisions of this Indenture and which, in the judgment of the Trustee, is not to the prejudice of the Trustee and maintains adequate protection to the Trustee when the same becomes operative. Subject to the provisions of Section 14.0313.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 13.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.0213.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, without the consent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained herein and in the Securities pursuant to Article VIII hereof; (b) to add to the covenants of one the Company such further covenants, restrictions or more series conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of -41- grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book- entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.06 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Preferred Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to Securities by the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applyTrust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;[; or (lh) to add guarantors or co-obligors make provision with respect to any series of Securities; and (m) to establish the form and terms conversion of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add pursuant to the conditions, limitations or restrictions on the authorized amount, terms or purposes requirements of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedArticle XIII]. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company The Corporation and the Trustee, Debenture Trustee may from time to time and at any time and from time to timeamend this Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the CompanyCorporation, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained Corporation pursuant to Article X hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Debenture Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that -------- ------- in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Debenture Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture, provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; a distribution of Securities by the Trust following a Dissolution Event, provided that any such change or elimination action shall become effective only when there is no Outstanding Security not materially adversely affect the interests of any series created prior to the execution holders of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Debenture Trustee is hereby authorized to join with the Company Corporation in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Debenture Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Debenture Trustee's own rights, duties or assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to this Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company Corporation and the Debenture Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to To evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) To add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) To provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to comply principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) To cure any ambiguity or to secure correct or supplement any series provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to To evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change To qualify or eliminate any maintain qualification of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act;Act of 1939; or (lg) to add guarantors or co-obligors with respect to To make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company The Corporation and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the CompanyCorporation, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained Corporation pursuant to Article X hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (kf) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or coprovision for transfer procedures, certification, book-obligors with respect to any series of Securities; and (m) to establish entry provisions, the form of restricted securities legends, if any, to be placed on Securities, minimum denominations and terms of Securities of any series as permitted all other matters required pursuant to Section 2.07 or otherwise necessary, desirable or appropriate in Section 3.01, or to provide for connection with the issuance of additional Securities to holders of Capital Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes event of issue, authentication or delivery a distribution of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.Peoples Heritage Capital Trust following a Dissolution Event;

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make delete or modify any change in Events of Default with respect to any series of Securities that does not adversely affect the legal Securities, the form and terms of which are being first established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights under this Indenture and remedies of any Holder the Trustee and the Holders of such Securities in any material respectconnection therewith; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jc) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (kd) to make evidence the succession of another entity to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (f) to secure any series of Securities; (g) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (h) to cure any ambiguity or inconsistency or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (i) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lj) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (k) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities in the Company's determination; (l) to provide for uncertificated securities in addition to certificated securities; (m) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; (n) to prohibit the authentication and delivery of additional series of Securities; or (o) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; PROVIDED THAT any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that trustee with respect to the successor Trustee is otherwise qualified and eligible to act as such under the terms hereofSecurities; (hf) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating provide for the issuance and administration of any series authentication of the Exchange Securities or, if incurred in exchange for the Original Securities in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of and the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer SecuritiesRegistration Rights Agreement; (jg) to change qualify or eliminate any maintain qualification of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.2.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Argo Capital Trust Co. following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act; (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by (a) Notwithstanding Section 3.01 with respect to any series 9.02 of Securitiesthis Indenture, the Company Company, the Subsidiary Guarantors and the Trustee, at Trustee may amend or supplement this Indenture or the Securities without the consent of any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposesSecurityholder: (ai) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holdersinconsistency; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (cii) to comply with the rules of any applicable DepositaryArticle 5 hereof; (diii) to secure any series provide for uncertificated Securities in addition to or in place of Securitiescertificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (eiv) to add further Guarantees with respect to the Securities; to secure the Securities with additional collateral; (v) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be Company for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), Securityholders or to surrender any right or power herein conferred upon the Company; (fvi) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vii) to make any change in any series that would provide additional rights or benefits to the Holders of Securities the Securities, as evidenced by an Opinion of Counsel delivered to the Trustee or that does not adversely affect the legal rights under this Indenture of any Holder of such Securities Securityholder in any material respect;; or (gviii) to evidence and or provide for the acceptance of an appointment a replacement Trustee under this Indenture of a successor TrusteeSection 7.08 hereof; provided provided, that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus Company has delivered to the extent Trustee an Opinion of Counsel stating that any such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture amendment or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to supplement complies with the provisions of this Indenture relating to Section 9.01. (b) Upon the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series request of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series Company and the Subsidiary Guarantors accompanied by Board Resolutions of the Securities being transferred in violation their respective Boards of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make the any further appropriate agreements and stipulations which may be therein contained and contained, but the Trustee shall not be obligated to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any enter into such supplemental indenture authorized by the provisions of which affects its own rights, duties or immunities under this Indenture or otherwise. (c) After an amendment or supplement under this Section 14.01 may be executed by 9.01 becomes effective, the Company and shall mail to all Securityholders a notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the Trustee without the consent validity of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 14.02an amendment or supplement under this Section.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect -------- ------- of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially -------- ---- adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book- entry provisions, the form of restricted securities legends, if any, to be placed on Securities, minimum denominations and all other matters required pursuant to Section 2.06 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Trust Preferred Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by AGL Capital Trust III following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities(a) The Issuer, the Company Guarantors and the Trustee, at Trustee may amend this Indenture and the Securities without notice to or consent of any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposesSecurityholder: (a1) to cure any ambiguity, omission, defect defect, mistake or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holdersinconsistency; (b2) to evidence the succession of another corporation to the Company, or successive successions, and provide for the assumption by such a successor Person of the covenants and obligations of the Company contained in Parent, the Securities of one or more series and in this Indenture Issuer or any supplemental indentureSubsidiary Guarantor under any Notes Document; (c3) add Guarantees with respect to comply with the rules of any applicable DepositaryNotes, including Subsidiary Guarantees, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided that the release and termination do not violate this Indenture; (d4) to secure any series of provide security for the Securities; (e5) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture Parent or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be a Subsidiary Guarantor for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), holders or to surrender any right or power herein conferred upon the CompanyParent or a Subsidiary Guarantor; (f6) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respectholder; (g7) to evidence and comply with any requirement of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; (8) provide for the acceptance of an appointment under this Indenture succession of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereofXxxxxxx; (h9) to conform the text of this Indenture or any series of the Securities Notes to any provision of the section entitled “Description of Debt SecuritiesNotes” section in the Prospectus Offering Memorandum, to the extent that such provision in the Prospectus that section was intended to be a verbatim recitation of a provision of this Indenture or such series of and the Securities as evidenced by an Officers’ Certificate;Notes; or (i10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities Additional Notes in accordance with the limitations set forth in terms of this Indenture. (b) In addition, or to add to the conditionseach holder, limitations or restrictions on the authorized amountby accepting a Note, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, hereby expressly waives and directs the Trustee is authorized to join with the Company in the execution of amend any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the all other provisions of this Section 14.01 may be executed by Indenture or the Company and the Trustee without Notes (other than amendments or waivers that would require the consent of holders holding at least 90% of the Holders principal amount of the Notes, as described above) that would prevent the consummation of the Listing and/or the Reorganization Transactions and expressly acknowledges granting consent to and express authorization of such Listing and/or the Reorganization Transactions notwithstanding any provisions to the contrary in this Indenture or the Notes. (c) The consent of the holders is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the Securities at the time Outstanding, notwithstanding proposed amendment. A consent to any amendment or waiver under this Indenture by any Securityholder given in connection with a tender of the provisions of Section 14.02such holder‟s Notes will not be rendered invalid by such tender.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 3.1 with respect to any series of Securities, the Company Parent, the Issuer, the Subsidiary Guarantors 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 one or more of or all the following purposes:purposes (except that with respect to Section 14.1(j), with respect to the addition of guarantors, the signatures of the other Guarantors shall not be required): (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the CompanyIssuer or any Guarantor, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, covenants and agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, covenants and agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), to add any additional Events of Default or to surrender any right or power herein conferred upon the CompanyIssuer or any Guarantor; (b) to add any Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.1 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to, change or eliminate any of the provisions of this Indenture with respect to one or more series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall: (i) neither 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 modify the rights of the Holders of any such Security with respect to the benefit of such provision; or (ii) become effective only when there is no such prior Security Outstanding; (d) to evidence the succession of another company to the Issuer or any Guarantor, or successive successions, and the assumption by such successor of the covenants and obligations of the Issuer or such Guarantor, as applicable, contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or to facilitate the administration of the trusts created hereunder by more than one Trustee, pursuant to the requirements of Section 11.6(c); (f) in the case of any subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt under such provisions (but only if each such holder of Senior Debt under such provisions consents to such change); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture pursuant to Sections 11.5, 11.6 or 11.7 hereof as permitted by the terms thereof; (i) to cure any ambiguity, omission or mistake or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (j) to add guarantors with respect to any series of Securities, including any Guarantors, or to evidence the release of any Guarantors from their Guarantees of Securities in accordance with the terms of this Indenture and the applicable series of Securities; (k) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jl) to change provide for uncertificated securities in addition to or eliminate in place of certificated securities, subject to applicable laws; (m) to supplement any of the provisions of this IndentureIndenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such change or elimination action shall become effective only when there is no Outstanding Security not adversely affect the interests of any series created prior to the execution Holders of Securities of such supplemental indenture that is entitled to the benefit series or any other series of such provision and as to which such supplemental indenture would applySecurities; (kn) to make any amendment to this Indenture necessary to qualify this Indenture under prohibit the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any authentication and delivery of additional series of Securities; andor (mo) to establish the form and or terms of other Securities issued under this Indenture and coupons of any series of such other Securities pursuant to this Indenture and to change the procedures for transferring and exchanging such other Securities so long as permitted in Section 3.01, or to provide for such change does not adversely affect the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities Holders of any series, Securities then Outstanding (except as herein set forth, or other conditions, limitations or restrictions thereafter to be observedrequired by applicable securities laws). Subject to the provisions of Section 14.0314.3, the Trustee is authorized to join with the Company Issuer in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 14.1 may be executed by the Company Issuer, the Guarantors (if applicable) 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 14.0214.2.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company The Corporation and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the CompanyCorporation, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained Corporation pursuant to Article X hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, -------- however, that in respect of any such additional covenant, restriction or any supplemental indenture------- condition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially -------- ---- adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book- entry provisions, the form of restricted securities legends, if any, to be placed on Securities, minimum denominations and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by First Commonwealth Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act; (lh) to add guarantors or co-obligors with respect enable the Corporation and First Commonwealth Capital Trust to conduct an Exchange Offer as contemplated by the Registration Rights Agreement; provided that any series such amendment shall not materially adversely affect the -------- ---- interests of the holders of the Securities; andor (mi) to establish make any change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company Corporation in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company Corporation and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article Ten hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Community Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to this Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by (a) Notwithstanding Section 3.01 with respect to any series 9.02 of Securitiesthis Indenture, the Company Issuers, when authorized by Board Resolutions, and the Trustee, at Trustee may amend or supplement this Indenture or the Securities without the consent of any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposesSecurityholder: (ai) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indentureto provide for the assumption by a successor corporation, partnership trust or limited liability company of the obligation of an Issuer under this Indenture; provided, however, that such amendment or supplement does not materially and not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect the rights of Holdersany Securityholder in any respect; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (cii) to comply with the rules of any applicable DepositaryArticle 5 hereof; (diii) to secure any series provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the 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 the Internal Revenue Code of 1986, as amended; (iv) to add Guarantees with respect to the Securities; (ev) to add to the covenants and agreements of the Company, to be observed thereafter and during Issuers or the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be Subsidiary Guarantors for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), Securityholders or to surrender any right or power herein conferred upon the CompanyIssuers or the Subsidiary Guarantors; (fvi) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vii) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities not, as evidenced by an Officers’ Certificate; (i) to make any amendment Opinion of Counsel delivered to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this IndentureTrustee, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities;any Securityholder in any respect; or (jviii) to change evidence or eliminate provide for a replacement Trustee under Section 7.08 hereof; provided, that the Issuers have delivered to the Trustee an Opinion of Counsel stating that any of such amendment or supplement complies with the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;Section 9.01. (kb) to make any amendment to this Indenture necessary to qualify this Indenture under Upon the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery request of the Securities Issuers and the Subsidiary Guarantors accompanied by Board Resolutions of any seriestheir respective Boards of Directors or board of managers, as herein set forththe case may be, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Subsidiary Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make the any further appropriate agreements and stipulations which may be therein contained and contained, but the Trustee shall not be obligated to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any enter into such supplemental indenture authorized by the provisions of which affects its own rights, duties or immunities under this Indenture or otherwise. (c) After an amendment or supplement under this Section 14.01 may be executed by 9.01 becomes effective, the Company and Issuers shall mail to all Securityholders a notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the Trustee without the consent validity of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 14.02an amendment or supplement under this Section.

Without Consent of Securityholders. Except as otherwise provided as contemplated by (a) Notwithstanding Section 3.01 with respect to any series 9.02 of Securitiesthis Indenture, the Company and the Trustee, at Trustee may amend or supplement this Indenture or the Securities without the consent of any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposesSecurityholder: (ai) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indentureinconsistency; provided, howeverPROVIDED, that such amendment or supplement does not materially and not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect the rights of Holdersany Securityholder in any respect; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (cii) to comply with the rules of any applicable DepositaryArticle 5 hereof; (diii) to secure any series provide for uncertificated Securities in addition to or in place of certificated Securities; PROVIDED, HOWEVER, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the 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 the Internal Revenue Code of 1986, as amended; (iv) to add guarantees with respect to the Securities; (ev) to add to the covenants and agreements of the Company, to be observed thereafter and during Company or the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be Guarantors for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), Securityholders or to surrender any right or power herein conferred upon the CompanyCompany or the Guarantors; (fvi) to evidence or to provide for a replacement Trustee under Section 7.08 hereof; (vii) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (viii) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities not, as evidenced by an Officers’ Certificate; (i) to make any amendment Opinion of Counsel delivered to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this IndentureTrustee, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders any Securityholder in any respect; PROVIDED, that the Company has delivered to transfer Securities; (j) to change the Trustee an Opinion of Counsel stating that any such amendment or eliminate any of supplement complies with the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;Section 9.01. (kb) to make any amendment to this Indenture necessary to qualify this Indenture under Upon the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery request of the Securities Company and the Guarantors accompanied by Board Resolutions of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions their respective Boards of Section 14.03, the Trustee is authorized to join with the Company in Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make the any further appropriate agreements and stipulations which may be therein contained and contained, but the Trustee shall not be obligated to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any enter into such supplemental indenture authorized by the provisions of which affects its own rights, duties or immunities under this Indenture or otherwise. (c) After an amendment or supplement under this Section 14.01 may be executed by 9.01 becomes effective, the Company and shall mail to all Securityholders a notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the Trustee without the consent validity of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 14.02an amendment or supplement under this Section.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Corporation, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Debenture Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the CompanyCorporation, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained Corporation pursuant to Article X hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Debenture Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Debenture Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series of Securitiesambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under hereunder by a successor trustee with respect to the Securities; (f) to make provision for transfer procedures, certification, book-entry provisions and all other matters required pursuant to Section 2.07 or otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Preferred Securities in the event of a distribution of Securities by the Trust following a Dissolution Event; (g) to qualify or maintain qualification of this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof;Trust Indenture Act; or (h) to conform ensure that the text Trust is not required to register as an investment company under the Investment Company Act of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate;1940; or (i) to make any amendment to change that does not adversely affect the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration rights of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result Securityholder in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or material respect; provided that any applicable securities law and (ii) such amendment does not materially adversely affect the interests of Securityholders, it being understood that no amendment described in clause (a) above made solely to conform this Indenture to the final offering memorandum provided to investors in connection with the initial offering of the Preferred Securities will be deemed to materially and adversely affect the rights interests of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedSecurityholders. Subject to the provisions of Section 14.03, the The Debenture Trustee is hereby authorized to join with the Company Corporation in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Debenture Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Debenture Trustee's own rights, duties, privileges or assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company Corporation and the Debenture Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; PROVIDED THAT any such action shall not adversely affect the rules interests of any applicable Depositarythe holders of the Securities; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (je) to change make provision for transfer procedures, certification, book-entry provisions and all other matters required pursuant to Section 2.06 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Preferred Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Coastal Capital Trust I following a Dissolution Event; (kf) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (mg) to establish make any change that does not adversely affect the form and terms of Securities rights of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedSecurityholder. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property or assets thereunder. Any , 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. 48 Any amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Corporation, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Debenture Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the CompanyCorporation, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained Corporation pursuant to Article X; (b) to add additional Events of Default or to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Debenture Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Debenture Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series of Securitiesambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Preferred Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to Securities by the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applyTrust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act; or (h) to modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States federal, state and local tax purposes, the Trust is treated as a grantor trust for United States federal, state and local tax purposes, and the Preferred Securities (including but not limited to all payments and proceeds with respect to the Preferred Securities) are treated as undivided beneficial ownership interests in the Securities (and payments and proceeds therefrom, respectively) for United States federal, state and local tax purposes; (li) to add guarantors or co-obligors with respect ensure that the Trust is not required to any series of Securitiesregister as an investment company under the Investment Company Act; andor (mj) to establish make any change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, any material respect; provided that any such amendment does not materially adversely affect the interests of Securityholders or to provide for cause the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter Trust to be observedtreated other than as a grantor trust for United States federal income tax purposes. Subject to the provisions of Section 14.03, the The Debenture Trustee is hereby authorized to join with the Company Corporation in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Debenture Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Debenture Trustee's own rights, duties, privileges or assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company Corporation and the Debenture Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make delete or modify any change in Events of Default with respect to any series of the Securities, the form and terms of which are being first established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (ke) to make evidence the succession of another entity to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure any ambiguity or inconsistency or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof as evidenced by an Officer’s Certificate; (j) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lk) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (l) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; (m) to provide for uncertificated securities in addition to certificated securities; (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; (o) to prohibit the authentication and delivery of additional series of Securities; or (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company 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 one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (fb) to make delete or modify any change in Events of Default with respect to all or any series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith; (c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that does any such action shall not adversely affect the legal rights under this Indenture interests of the Holders of Securities of any Holder of such Securities series in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jd) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (ke) to make evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any amendment supplemental indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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 for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c); (g) to secure any series of Securities; (h) to evidence any changes to this Indenture necessary pursuant to qualify Sections 11.05, 11.06 or 11.07 hereof as permitted by the terms thereof; (i) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; (j) to add to or change or eliminate any provision of this Indenture under as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (lk) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; and; (l) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; (m) to provide for uncertificated securities in addition to certificated securities; (n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities; (o) to prohibit the authentication and delivery of additional series of Securities; or (p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for authorize the issuance of additional Securities in accordance with the limitations set forth in this Indenture, of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Company in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any supplemental indenture authorized by the provisions of this Section 14.01 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 14.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article Ten hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (kf) to make any amendment provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to this Indenture necessary be placed on Securities, and all other matters required pursuant to Section 2.07 or otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the event of a distribution of Securities by BankBoston Capital Trust following a Dissolution Event: (g) to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Company The Corporation and the Trustee, Debenture Trustee may from time to time and at any time and from time to timeamend this Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the CompanyCorporation, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained Corporation pursuant to Article X hereof; (b) to add to the covenants of the Corporation such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Debenture Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, -------- however, that in respect of any such additional covenant, restriction ------- or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Debenture Trustee upon such default; (c) to comply cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture, provided that any such action shall not materially adversely affect the rules interests of any applicable Depositarythe holders of the Securities; (d) to secure any series of Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (je) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.06 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; a distribution of Securities by the Trust following a Dissolution Event, provided that any such change or elimination action shall become effective only when there is no Outstanding Security not materially adversely affect the interests of any series created prior to the execution holders of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities; (kf) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lg) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Debenture Trustee is hereby authorized to join with the Company Corporation in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge transfer and assignment of any property thereunder, but the Debenture Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Debenture Trustee's own rights, duties or assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to this Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company Corporation and the Debenture Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by PBI Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by First Keystone Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act; (lh) to add guarantors or co-obligors with respect enable the Company and the Trust to conduct an Exchange Offer as contemplated by the Registration Rights Agreement, provided that any series such action shall not materially adversely affect the interests of the holders of the Securities; andor (mi) to establish make any change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated The Company, when authorized by Section 3.01 with respect to any series of Securitiesa Board Resolution, the Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by such the successor Person of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such fur- ther covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supple- mental indenture which may be defective or incon- sistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture hereunder by a successor trustee with respect to the Securities; (f) to make provision for transfer procedures, certif- ication, book-entry provisions, the form of re- stricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the event of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible distribution of Securities by First Western Capital Trust following a Dissolution Event; (g) to act as such qualify or maintain qualification of this In- denture under the terms hereof;Trust Indenture Act; or (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, change that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that Securityholder in any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article Ten hereof; (b) to add to the covenants of the Company such fur- ther covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in re- spect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture hereunder by a successor trustee with respect to the Securities; (f) to make provision for transfer procedures, certif- ication, book-entry provisions, the form of re- stricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 2.07 or otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Secu- rities in the event of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible distribution of Securi- ties by First USA Capital Trust following a Dis- solution Event; (g) to act as such qualify or maintain qualification of this In- denture under the terms hereof;Trust Indenture Act; or (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, change that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (j) to change or eliminate any of the provisions of this Indenture; provided that Securityholder in any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; (k) to make any amendment to this Indenture necessary to qualify this Indenture under the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.01 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.02.

Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the The Company and the Trustee, Trustee may from time to time and at any time and from time to timeamend the Indenture, may enter into one or more indentures supplemental hereto, in form satisfactory to without the Trusteeconsent of the Securityholders, for any one or more of or all the following purposes: (a) to cure any ambiguity, omission, defect or inconsistency contained herein or in any supplemental indenture; provided, however, that such amendment does not materially and adversely affect the rights of Holders; (b) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by such the successor corporation of the covenants covenants, agreements and obligations of the Company contained pursuant to Article X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Securityholders as the Board of Directors and the Trustee shall consider to be for the protection of the Securityholders, 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 Securities enforcement of one all or more series and any of the remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any supplemental indenturecondition such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to comply provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the rules of any applicable DepositarySecurities issued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to secure cure any series 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 enable the Company and Imperial Capital Trust to conduct an Exchange Offer as contemplated by the Registration Rights Agreement, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not materially adversely affect the interests of the holders of the Securities; (e) to add to the covenants and agreements of the Company, to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), or to surrender any right or power herein conferred upon the Company; (f) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of hereunder by a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus trustee with respect to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities as evidenced by an Officers’ Certificate; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities; (jf) to change make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, minimum denominations and all other matters required pursuant to Section 2.7 or eliminate any otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the provisions event of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security a distribution of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would applySecurities by Imperial Capital Trust following a Dissolution Event; (kg) to make any amendment to this Indenture necessary to qualify or maintain qualification of this Indenture under the Trust Indenture Act;; or (lh) to add guarantors or co-obligors with respect to make any series of Securities; and (m) to establish change that does not adversely affect the form and terms of Securities rights of any series as permitted Securityholder in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observedmaterial respect. Subject to the provisions of Section 14.03, the The Trustee is hereby authorized to join with the Company in the execution of any supplemental indenture to effect such supplemental indentureamendment, to make the any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge 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 assets thereunderimmunities under this Indenture or otherwise. Any supplemental indenture amendment to the Indenture authorized by the provisions of this Section 14.01 9.1 may be executed by the Company and the Trustee without the consent of the Holders holders of any of the Securities at the time Outstandingoutstanding, notwithstanding any of the provisions of Section 14.029.2.

Without Consent of Securityholders. Except as otherwise provided as contemplated by (a) Notwithstanding Section 3.01 with respect to any series 9.02 of Securitiesthis Indenture, the Company and the Trustee, at Trustee may amend or supplement this Indenture or the Securities without the consent of any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of or all the following purposesSecurityholder: (ai) to cure any ambiguity, omission, defect or inconsistency contained herein inconsistency; provided, that such amendment or supplement does not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect the rights of any Securityholder in any respect; (ii) to comply with Article 5 hereof; (iii) to provide for uncertificated Securities in addition to or in any supplemental indentureplace of certificated Securities; provided, however, that the 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 amendment does not materially and adversely affect that the rights uncertificated Securities are described in Section 163(f)(2)(B) of Holdersthe Internal Revenue Code of 1986, as amended; (biv) to evidence the succession of another corporation add guarantees with respect to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any supplemental indenture; (c) to comply with the rules of any applicable Depositary; (d) to secure any series of Securities; (ev) to add to the covenants and agreements of the Company, to be observed thereafter and during Company or the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of all or any series of the Securities (and if such covenants, agreements and Events of Default are to be Guarantors for the benefit of fewer than all series of Securities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shall be identified therein), Securityholders or to surrender any right or power herein conferred upon the CompanyCompany or the Guarantors; (fvi) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vii) to make any change in any series of Securities that does not adversely affect the legal rights under this Indenture of any Holder of such Securities in any material respect; (g) to evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms hereof; (h) to conform the text of this Indenture or any series of the Securities to any provision of the section entitled “Description of Debt Securities” in the Prospectus to the extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision of this Indenture or such series of the Securities not, as evidenced by an Officers’ Certificate; (i) to make any amendment Opinion of Counsel delivered to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this IndentureTrustee, including, but not limited to, facilitating the issuance and administration of any series of the Securities or, if incurred in compliance with this Indenture, additional Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in any series of the Securities being transferred in violation of the U.S. Securities Act of 1933, as amended, or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Securities;any Securityholder in any respect; or (jviii) to change evidence or eliminate provide for a replacement Trustee under Section 7.08 hereof; provided, that the Company has delivered to the Trustee an Opinion of Counsel stating that any of such amendment or supplement complies with the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;Section 9.01. (kb) to make any amendment to this Indenture necessary to qualify this Indenture under Upon the Trust Indenture Act; (l) to add guarantors or co-obligors with respect to any series of Securities; and (m) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to provide for the issuance of additional Securities in accordance with the limitations set forth in this Indenture, or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery request of the Securities Company and the Guarantors accompanied by Board Resolutions of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed. Subject to the provisions their respective Boards of Section 14.03, the Trustee is authorized to join with the Company in Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and to make the any further appropriate agreements and stipulations which may be therein contained and contained, but the Trustee shall not be obligated to accept the conveyance, transfer, assignment, mortgage or pledge of any property or assets thereunder. Any enter into such supplemental indenture authorized by the provisions of which affects its own rights, duties or immunities under this Indenture or otherwise. (c) After an amendment or supplement under this Section 14.01 may be executed by 9.01 becomes effective, the Company and shall mail to all Securityholders a notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the Trustee without the consent validity of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 14.02an amendment or supplement under this Section.