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

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

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, Company and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form of Securities of any series as permitted by Sections 2.01 and 3.01; or (5) to evidence the succession of another Person to the Company Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;Securities; or (26) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any a right or power herein conferred upon on the Company;Company herein; or (310) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5) to secure the Securities; (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without Notwithstanding Section 9.02, without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustees, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the TrusteeTrustees, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of or (4) to delete or modify any such additional Events of Default with respect to a series of the Securities, the form and terms of which are being established pursuant to such supplemental indenture may provide as permitted in Section 3.01 (and if such Events of Default are to be for a particular period the benefit of grace after default (which period may be shorter or longer less than all series of Securities, stating that allowed in such Events of Default are being included solely for the case benefit of other defaults) or may provide for an immediate enforcement upon such default or may limit series, and to specify the rights and remedies available to of the Trustee upon such default or may limit the right of Trustees and the Holders of a majority such Securities in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;connection therewith); or (45) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.10; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions close this Indenture with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests authentication and delivery of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable additional series of Securities; or (9) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; or (10) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; or (11) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or (12) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; or (13) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any applicable law of the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustees, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the TrusteeTrustees, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedor (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, howeverto change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in action shall not adversely affect the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right interests of the Holders of a majority Securities of any series or any related coupons in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;any material respect; or (45) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security which is Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 7.10; or (8) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (109) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 15.02 and 14.0315.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities securities in any material respect; or (10) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any applicable law of the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities, pursuant to Article VIII; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such one or more specified series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)Defaults; provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);3.1; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or (3) to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; or (4) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (35) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (46) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;provision or (b) not apply to any Outstanding Securities; or (57) to secure cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the Securities; (6) to establish interest of the form or terms Holders of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for in any securities of any Person (including the Company);material respect; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) , pursuant to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenturethe requirements of Section 6.11(b); provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;or (9) at such time, if any, as this Indenture is qualified under the Trust Indenture Act, to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance comply with the terms requirements of the applicable series of Securities; or (10) Commission in order to supplement any of effect or maintain the provisions qualification of this Indenture to such extent as shall be necessary to permit or facilitate under the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectTrust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the The Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustee may, at any time and from time to time and at any time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities contained;pursuant to Article Eight hereof; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in (i) bearer form, registrable or not registrable as to principal, and/or (ii) coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;Securities pursuant to the requirements of Section 8.03 or 10.04 or otherwise; or (67) to establish the form or terms of Securities of any series thereof as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.09(b); or (8) 9) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision hereinherein or in any supplemental indenture, or to make any such other provisions with respect to matters or questions arising under this Indenture; , provided that such action other provisions shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Outstanding Securities, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the CompanyCompany and the Security Guarantors, when authorized by or pursuant to a Board ResolutionResolution of the Company and each Security Guarantor, 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 of the following purposes: (1) to evidence the succession of another Person to the Company or a Security Guarantor and the assumption by any such successor of the covenants of the Company herein or such Security Guarantor herein, in any Security Guarantee and in the Securities contained;; or (2) to add to the covenants of the Company or any Security Guarantor for the benefit of the Holders of all or any series of Securities (and and, if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Company or any Security Guarantor; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (5) to add to, change or eliminate any of the provisions of this Indenture; Indenture or any Security Guarantee in respect of any series of Securities, provided that any such addition, change or elimination shall become effective only when there is no (i) neither (A) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provision;, nor (B) modify the rights of the Holder of any such Security with respect to such provision; or (ii) become effective only when there is no Security Outstanding; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01301, including the provisions and procedures relating to Securities convertible into or exchangeable for any other securities or property of any Person (including the Company);; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture or any Security Guarantee as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to make provision with respect to the conversion or exchange rights of Holders pursuant to the requirements of Article Sixteen, including providing for the conversion or exchange of the Securities into any security or property of the Company; or (10) to cure any ambiguity, to correct or supplement any provision herein or in any Security Guarantee which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions with respect to matters or questions arising under this Indenture; Indenture or any Security Guarantee which shall not be inconsistent with the provisions of this Indenture or such Security Guarantee or to make any other changes, provided that in each case, such action provisions shall not adversely affect the interests of the Holders of Securities of any series in any material respect;; or (911) to add guarantors or co-obligors close this Indenture with respect to any the authentication and delivery of additional series of Securities or to release guarantors from their guarantees of Securities in accordance with qualify, or maintain qualification of, this Indenture under the terms of the applicable series of SecuritiesTIA; or (1012) to supplement any of the provisions of this Indenture or any Security Guarantee to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided in each case that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedPROVIDED, howeverHOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; provided PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 201 and 3.01301, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided PROVIDED that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (109) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the The Company, when authorized by or pursuant to a Board Resolution, the Guarantor and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1i) to evidence the succession of another Person corporation or entity to the Company or the Guarantor, or successive successions, and the assumption by any such the successor corporation or entity of the covenants covenants, agreements and obligations of the Company herein and in or the Securities containedGuarantor pursuant to Article VIII hereof; (2ii) to add to the covenants of the Company or the Guarantor or to add additional rights for the benefit of the Holders of all or any series of Securities (and if such covenants or rights are to be for the benefit of less than all series of Securities, stating that such covenants or rights are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the CompanyCompany or the Guarantor; (3iii) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4iv) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (v) to add to, change or eliminate any of the provisions of this Indenture; , provided that any such addition, change or elimination shall become effective only when there is no (A) neither (i) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture that and entitled to the benefit of such provision nor (ii) adversely affect the rights of the Holder of any such Security in any material respect or (B) become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (5vi) to secure the Securities; (6vii) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.013.1, including or (unless prohibited by the provisions and procedures relating to terms of the Securities convertible into or exchangeable for any securities of any Person (including series set pursuant to Section 3.1) to provide for the Company)re-opening of such series of Securities and for the issuance of Add On Securities of such series; (7viii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); (8) ix) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision hereinherein or in any supplemental indenture, or to make any such other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9x) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act or to comply with the rules of any applicable Depositary; (xi) to add additional guarantors or co-obligors with in respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or; (10xii) to supplement add to or change any of the provisions of this Indenture to permit the issuance of Securities in uncertificated form; or (xiii) to make provision with respect to the conversion rights, if any, to holders of the Securities issued pursuant to the requirements any such extent as shall be necessary supplemental indenture. The Trustee is hereby authorized to permit or facilitate join with the defeasance Company and discharge the Guarantor in the execution of any series such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of Securities pursuant to Sections 4.01any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company, 14.02 the Guarantor and 14.03; provided that any such action shall not adversely affect the interests Trustee without the consent of the Holders of Securities any of such series or the Outstanding Securities, notwithstanding any other series of Securities in any material respectthe provisions of Section 9.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustees, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the TrusteeTrustees, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedor (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, howeverto change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in action shall not adversely affect the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right interests of the Holders of a majority Securities of any series or any related coupons in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;any material respect; or (45) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security which is Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (5) to secure the Securities;; or (6) to establish the form or and terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.10; or (8) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (109) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 13.02 and 14.0313.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities securities in any material respect; or (10) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any applicable law of the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted; or (11) to change or eliminate any provisions where such change takes effect when there are no Securities of any series outstanding under this Indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolder, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default covenant, such supplemental indenture may provide for a particular period of grace after default in the performance of such covenant (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities default; or (3) to which such add any additional Events of Default apply to waive such default;Default; or (4) add to or change or eliminate any of the provisions of this Indenture to extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;Securities pursuant to the requirements of Sections 802 or 807 or otherwise; or (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 611(b); or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without The Issuer and the Trustee may amend the Indenture or the Securities or enter into an indenture supplemental hereto without notice to or the consent of any Holders Holder to (a) establish the form or forms of Securities, the Company, when authorized by Securities of any series; (b) provide for uncertificated Securities of any series in addition to or pursuant to 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, for any place of certificated Securities of the following purposes:applicable series; (1c) to evidence the succession of another Person to the Company and provide for the assumption by any such a successor corporation, partnership, trust or limited liability company of the covenants Issuer’s obligations to the Holders of the Company herein and Securities of any series, in each case in compliance with the Securities containedapplicable provisions of the Indenture; (2d) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for or surrender any right or power conferred upon the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for Issuer under the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such defaultIndenture; (4e) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5) to secure the Securities; (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee Trustee; (f) cure ambiguities, defects or inconsistencies; (g) secure the Securities of any series; (h) provide for or add guarantors with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteeseries; (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent i) comply with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests requirement of the Holders Commission in connection with the qualification of Securities of any series in any material respectthe Indenture under the Trust Indenture Act; (9j) to add guarantors or co-obligors with respect to any series increase the applicable conversion rate in the case of Securities or to release guarantors from their guarantees of Securities convertible Securities, provided such increase is in accordance with the terms of the applicable series Indenture or will not adversely affect the interests of Holders of such Securities; or; (10k) conform any provision in the Indenture or the terms of the Securities of any series to the prospectus, offering memorandum, offering circular or any other document pursuant to which the Securities of such series were offered, including any applicable supplement thereto or term sheet setting forth the final terms of such Securities; (l) supplement any provision of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03the Securities; provided that any such action shall change or modification does not adversely affect the interests of the Holders of Securities of such series or the Securities; or (m) make any other series change that would not reasonably be expected to adversely affect the rights of Securities any Holder in any material respect. The Trustee is hereby authorized to join with the Issuer in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such amendment or supplemental indenture which affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of this section may be executed without notice to and without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the CompanyCorporation, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company Corporation, and the assumption by any such successor of the covenants of the Company Corporation contained herein and in the Securities contained;; or (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Corporation; or (3) to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; or (4) to add to the covenants of the Company Corporation for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such seriesthe series specified) or to surrender any right or power herein conferred upon the Company;Corporation; or (35) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such seriesthe series specified); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (46) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision;provision or (b) not apply to any Outstanding Securities; or (57) to secure cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the Securities; (6) to establish interest of the form or terms Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to an Issuer Trust and for so long as permitted any of the corresponding series of Capital Securities issued by Sections 2.01 and 3.01such Issuer Trust shall remain outstanding, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities holders of any Person (including the Company);such Capital Securities; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) , pursuant to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenturethe requirements of Section 6.11(b); provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;or (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance comply with the terms requirements of the applicable series of Securities; or (10) Commission in order to supplement any of effect or maintain the provisions qualification of this Indenture to such extent as shall be necessary to permit or facilitate under the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectTrust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the The Company, when authorized by or pursuant to a Board Resolution, the Guarantor and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1i) to evidence the succession of another Person corporation or entity to the Company or the Guarantor, or successive successions, and the assumption by any such the successor corporation or entity of the covenants covenants, agreements and obligations of the Company herein and in or the Securities contained;Guarantor pursuant to Article VIII hereof; (2ii) to add to the covenants of the Company or the Guarantor or to add additional rights for the benefit of the Holders of all or any series of Securities (and if such covenants or rights are to be for the benefit of less than all series of Securities, stating that such covenants or rights are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Company or the Guarantor; (3iii) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;default; (4iv) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (v) to add to, change or eliminate any of the provisions of this Indenture; , provided that any such addition, change or elimination shall become effective only when there is no (A) neither (i) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture that and entitled to the benefit of such provision nor (ii) adversely affect the rights of the Holder of any such Security in any material respect or (B) become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (5vi) to secure the Securities;Securities; (6vii) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.013.1, including or (unless prohibited by the provisions and procedures relating to terms of the Securities convertible into or exchangeable for any securities of any Person (including series set pursuant to Section 3.1) to provide for the Company)re-opening of such series of Securities and for the issuance of Add On Securities of such series; (7viii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); (8) ix) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision hereinherein or in any supplemental indenture, or to make any such other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respectrespect; (x) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act or to comply with the rules of any applicable Depositary; (9xi) to add additional guarantors or co-obligors with in 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; orSecurities; (10xii) to supplement add to or change any of the provisions of this Indenture to permit the issuance of Securities in uncertificated form; or (xiii) to make provision with respect to the conversion rights, if any, to holders of the Securities issued pursuant to the requirements any such extent as shall be necessary supplemental indenture. The Trustee is hereby authorized to permit or facilitate join with the defeasance Company and discharge the Guarantor in the execution of any series such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of Securities pursuant to Sections 4.01any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company, 14.02 the Guarantor and 14.03; provided that any such action shall not adversely affect the interests Trustee without the consent of the Holders of Securities any of such series or the Outstanding Securities, notwithstanding any other series of Securities in any material respectthe provisions of Section 9.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustees, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the TrusteeTrustees, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedor (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, howeverto change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in action shall not adversely affect the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right interests of the Holders of a majority Securities of any series or any related coupons in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;any material respect; or (45) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security which is Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.10(b); or (8) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (109) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities securities in any material respect; or (10) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any applicable law of the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted; or (11) to change or eliminate any provisions where such change takes effect when there are no Securities of any series outstanding under this Indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedPROVIDED, howeverHOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; provided PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;Securities pursuant to the requirements of Section 801 or 1006, or otherwise; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 201 and 3.01301, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided PROVIDED that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedor (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, howeverto change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in action shall not adversely affect the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right interests of the Holders of a majority Securities of any series or any related coupons in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;any material respect; or (45) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;Securities pursuant to the requirements of Section 1009 or otherwise; or (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 609(b); or (8) 9) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, the Guarantors 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 of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;Securities; or (2) to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the Guarantee of the Guarantor herein and, to the extent applicable, endorsed upon any Securities; or (3) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; (3) Company and to add make the occurrence, or the occurrence and continuance, of a Default in any such additional Events covenants, restrictions, conditions or provisions an Event of Default for permitting the benefit of the Holders enforcement of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional Events of Default 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 default an Event of Default or may limit the remedies available to the Trustee upon such default an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of that the Securities of such series to waive such an Event of Default; or (4) to add any additional Defaults or those series of Securities to which such additional Events of Default apply to waive such default;in respect of all or any series of Securities; or (45) to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (6) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (57) to secure the Securities;Securities of any series; or (6) 8) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.013.1, including the provisions and procedures relating to Securities convertible into or exchangeable for reopen any securities series of any Person (including the Company);Securities as permitted under Section 3.1; or (79) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (8) 10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to comply with any applicable mandatory provision of law or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action Indenture which shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (1011) to supplement any of modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to permit effect the qualification of this Indenture under the Trust Indenture Act or facilitate under any similar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the defeasance Trust Indenture Act. The Trustee is hereby authorized to join with the Company and discharge any Guarantor in the execution of any series such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage, charge or pledge of Securities pursuant any property thereunder, but the Trustee shall not be obligated to Sections 4.01, 14.02 and 14.03; provided that enter into any such action shall not adversely affect supplemental indenture which affects the interests of the Holders of Securities of such series Trustee's own rights, duties or any other series of Securities in any material respectimmunities under this Indenture or otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession in accordance with Section 8.01 of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;any series of Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein or in the Securities conferred upon the Company;; or (3) to add to or change any additional Events of Default the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the benefit issuance of Securities in uncertificated form; provided that any such action shall not adversely affect the interests of the Holders of all Securities of any series or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)related coupons in any material respect; provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (5) to secure the Securities;Securities pursuant to the requirements of Section 10.10 or otherwise; or (6) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that that, in each case, any such action provision shall not adversely affect the interests of the Holders of Securities of any series then Outstanding or any related coupons in any material respect; (9) , as to add guarantors or co-obligors with respect which the Trustee is entitled to any series conclusively rely upon an Opinion of Securities or Counsel provided to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securitiesit; or (109) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and or 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or (10) to secure any series of Securities; (11) to comply with the requirements of the Commission under the Trust Indenture Act; (12) to evidence the appointment of a successor Trustee upon the resignation or removal of the Trustee, as provided in Section 6.10; or (13) to make any other change that does not adversely affect the rights of any Holder of Securities then Outstanding, as to which the Trustee is entitled to conclusively rely upon an Opinion of Counsel provided to it.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedPROVIDED, howeverHOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; provided , PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 201 and 3.01301, including the provisions and procedures relating to Securities convertible into Common Shares or exchangeable for any securities of any Person (including Preferred Shares, as the Company);case may be; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that , PROVIDED such action provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities or any coupon appertaining thereto (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure any series of the Securities;Securities pursuant to the requirements of Section 8.01 or 10.06, or otherwise; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, 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 herein, contained herein or in any supplemental indenture or to make any other provisions with respect conform the terms hereof, as amended and supplemented, that are applicable to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series the description of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable series to such Securities at the time of Securities; orinitial sale thereof; (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; (11) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (12) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, Company and the Trustee, at any time and from time to time, may amend the Securities of a series or enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable and not inconsistent with this Indenture or for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision, provided that such provision shall not adversely affect the interests of Holders of Outstanding Securities created prior to the execution of such supplemental indenture in any material respect; or (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (3) to secure the Securities; or (4) to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 3.01; or (5) to evidence the succession of another Person to the Company Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;Securities; or (26) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; or (7) to permit the Trustee to comply with any duties imposed upon it by law; or (8) to specify further the duties and responsibilities of, and to define further the relationships among, the Trustee, any Authenticating Agent and any Paying Agent; or (9) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any a right or power herein conferred upon on the Company;Company herein; or (310) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5) to secure the Securities; (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or premium or Make-Whole Amount, if any, or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into Common Shares or exchangeable for any securities of any Person (including Preferred Shares, as the Company);case may be; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the The Company, when authorized by or pursuant to a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as it shall be in force at the date of execution of such supplemental indenture or indentures) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1A) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire or to comply with Section 5.04; (B) to evidence the succession of another Person corporation to the Company Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities containedCompany, pursuant to Article XII; (2C) to add to the covenants and agreements of the Company such further covenants, agreements, restrictions or conditions for the benefit protection of the Holders of the Securities of all or any series as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of such series (and if such covenants covenants, agreements, restrictions or conditions are to be for the benefit of less than all series of Securities, stating that specifying the series to which such covenants covenants, agreements, restrictions or conditions are expressly being included solely for applicable), and to make the benefit occurrence, or the occurrence and continuance, of a default in any such series) additional covenants, agreements, restrictions or to surrender any right conditions a default or power herein conferred upon the Company; (3) to add any additional Events an Event of Default for permitting the benefit of the Holders enforcement of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)several remedies provided in this Indenture as herein set forth; provided, however, that that, in respect of any such additional Events of Default covenant, agreement, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those the Securities of a particular series of Securities to which such additional Events of Default apply to waive such default; (4D) to change add, delete or eliminate 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 Sections 2.01, 3.01 and 3.03 (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 prohibit the authentication and delivery of additional series of Securities; (F) to cure any ambiguity, omission, mistake, defect or inconsistency; (G) to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture; provided that Indenture or any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to and shall not adversely affect the benefit interests of such provisionthe holders of the Securities in any material respect; (5) to secure the Securities; (6H) to establish the form or and terms of the Securities of any series as permitted by in Sections 2.01 2.01, 3.01 and 3.013.03, including or to authorize the provisions and procedures relating issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities convertible into or exchangeable for any securities of any Person (including the Company);series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; and (7I) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) , pursuant to cure the requirements of Section 7.11. Upon request of the Company, accompanied by a Board Resolution, the Trustee is hereby authorized to join with the Company in the execution of any ambiguitysuch supplemental indenture, to correct or supplement make any provision herein further appropriate agreements and stipulations which may be inconsistent with any other provision hereintherein contained and to accept the conveyance, transfer, assignment, mortgage, or pledge of any property thereunder, but the Trustee shall not be obligated to make enter into any other provisions with respect to matters such supplemental indenture which affects the Trustee’s own rights, duties or questions arising immunities under this Indenture; provided that such action Indenture or otherwise. In addition, the Trustee shall not adversely affect be obligated to enter into any supplemental indenture which provides for the interests of the Holders issuance of Securities of any series denominated in any material respect; (9) a Foreign Currency or currency unit, if the Trustee determines in its reasonable discretion that it would not be able to add guarantors or co-obligors with properly fulfill its obligations hereunder and thereunder in respect to any series of such Securities or to release guarantors from their guarantees of Securities in accordance with do so would be unduly burdensome to the terms of the applicable series of Securities; or (10) to supplement any of Trustee. Any supplemental indenture authorized by the provisions of this Indenture to such extent as Section 11.01 shall be necessary to permit or facilitate executed by the defeasance Company and discharge of any series of Securities pursuant to Sections 4.01, 14.02 the Trustee and 14.03; provided that any such action shall not adversely affect require the interests consent of the Holders of any of the Securities of such series or any other series of Securities in any material respectat the time outstanding, notwithstanding Section 11.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedor (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, howeverto change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in action shall not adversely affect the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right interests of the Holders of a majority Securities of any series or any related coupons in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;any material respect; or (45) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security which is Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into ; or exchangeable for any securities of any Person (including the Company);- 71 - (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 7.10; or (8) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (109) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 15.02 and 14.0315.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities securities in any material respect; or (10) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any applicable law of the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any one or more of the following purposes: (1) to evidence the succession of another Person to the Company in accordance with Article VIII and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become effective only when there is no outstanding Security Outstanding of any series created prior to the execution of such amendment or supplemental indenture that is entitled to the benefit of adversely affected in any material respect by such provisionaddition, change or elimination; (56) to secure the Securities;Securities pursuant to the requirements of Section 10.05 or to otherwise provide any security for, or add any guarantees of or additional obligors on, the Securities of any series; or (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including ; or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and procedures relating to Securities convertible into or exchangeable for any securities discharge of any Person (including series of Securities in accordance with Article IV or Article XIII; provided, however, that any such action shall not adversely affect the Company)interest of the Holders of Securities of such series or any other series of Securities in any material respect; (79) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11; or (8) 10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) . Upon the request of the Company, accompanied by a Board Resolution, and upon receipt by the Trustee of the documents described in Section 9.03, the Trustee shall, subject to add guarantors Section 9.03, join with the Company in the execution of any supplemental indenture authorized or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with permitted by the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall and make any further appropriate agreements and stipulations that may be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respecttherein contained.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Debt Securities, the Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustee for the Debt Securities of any or all series, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the such Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company pursuant to Article 8, and the assumption by any such successor of the covenants of the Company herein and in the Debt Securities contained;; or (2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any particular series of Debt Securities (and and, if such covenants are to be for the benefit of less fewer than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of with respect to any or all or any series of Debt Securities (and and, if any such Events Event of Default are applies to be for the benefit of less fewer than all series of Debt Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those each series of Securities to which such additional Events Event of Default apply to waive such default;applies); or (4) to add to, change or eliminate any of the provisions of this Indenture; provided , provided, however, that any such addition, change or elimination shall become effective only when there is no Debt Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;provision and as to which such supplemental indenture would apply; or (5) to secure evidence and provide for the Securities;acceptance of appointment hereunder of a Trustee other than The Chase Manhattan Bank as Trustee for a series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (7) to establish the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Debt Securities, as herein set forth, and other conditions, limitations and restrictions thereafter to be observed; or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the satisfaction and discharge of any series of Debt Securities pursuant to Section 4.1; provided, however, that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities in any material respect; or (9) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to convey, transfer, assign, mortgage or pledge any property to or with the Trustee for the Debt Securities of any series or to surrender any right or power herein conferred upon the Company, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests rights of the Holders of Debt Securities of any particular series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1a) to evidence the succession of another Person to the Company Company, or successive successions, and the assumption by any such successor of the covenants of the Company herein and in the Securities containedSecurities; (2b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; (3c) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change, or eliminate any of the provisions of this Indenture; Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall become effective only when there is no neither (i) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provisionprovision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; (5f) to secure the Securities; (6g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 Section 2.1 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company)Section 3.1; (7h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (8) i) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article 14, including providing for the conversion of the securities into any security (other than the Common Stock of the Company) or property of the Company; (j) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action pursuant to this Clause (j) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10k) to supplement any of the provisions of this the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01Articles Four and Thirteen, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any the Holders of Securitiesany Obligations, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretoSupplemental Indentures, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Obligations or of any series of Obligations, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (b) to create any series of Obligations and make such other provisions as provided in Section 3.03; or (c) to modify or eliminate any of the terms of this Indenture; PROVIDED, HOWEVER, that (i) in the event any such modification or elimination made in such Supplemental Indenture would adversely affect or diminish the rights of the Holders of any Obligations then Outstanding against the Company or its property, it shall expressly be stated in such Supplemental Indenture that any such modifications or eliminations shall become effective only when there is no Obligation Outstanding of any series created prior to the execution of such Supplemental Indenture; and (ii) the Trustee may, in its discretion, decline to enter into any such Supplemental Indenture which, in its opinion, may not afford adequate protection to the Trustee when the same becomes operative; or (d) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities Obligations contained;; or (2e) to evidence the appointment of any successor trustee or separate trustee or trustees or co-trustee or co-trustees hereunder, and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustee or co-trustees; or (f) to add to the covenants of the Company for or the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are Obligations or to be for surrender any right or power herein conferred upon the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)Company; provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4g) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5) to secure the Securities; (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, herein or to make any other provisions provisions, with respect to matters or questions arising under this Indenture; provided that , which shall not be inconsistent with the provisions of this Indenture, PROVIDED such action shall not adversely affect the interests of the Holders of Securities of any series the Obligations in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10h) to supplement modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the TIA, EXCLUDING, HOWEVER, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted; or (i) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance issuance of Obligations (i) in bearer form, registrable or not registrable as to principal and discharge with or without interest coupons or (ii) in book-entry form; or (j) to make any change in the Indenture that, in the reasonable judgment of any series of Securities pursuant to Sections 4.01the Trustee, 14.02 will not materially and 14.03; provided that any such action shall not adversely affect the interests rights of Holders. For purposes of this paragraph of this Section, any Supplemental Indenture will be presumed not to materially and adversely affect the rights of the Holders if (1) this Indenture, as supplemented and amended by such Supplemental Indenture, provides equally and ratably for the payment of Securities principal of (and premium, if any) and interest on the Outstanding Obligations which are to remain Outstanding, and (2) subject to the last sentence of this paragraph, the Company shall furnish to the Trustee written evidence from at least two (2) nationally recognized statistical rating organizations then rating the Obligations (or other obligations primarily secured by Outstanding Obligations) that their respective ratings of the Outstanding Obligations (or other obligations primarily secured by Outstanding Obligations) that are not subject to Credit Enhancement will not be withdrawn or reduced as a result of the changes in the Indenture effected by such Supplemental Indenture; PROVIDED, HOWEVER, that the failure to qualify for the presumption set forth in this sentence shall not create any presumption to the contrary or be used to question the judgment of the Trustee and PROVIDED, FURTHER, that the provisions of this paragraph may not be used to amend or modify the items listed in paragraphs (A) through (F) of Section 10.02 hereof in any way that is inconsistent with the provisions of such series Section 10.02. The Trustee may rely on the written evidence of the nationally recognized statistical rating organizations then rating the Obligations (or other obligations primarily secured by Outstanding Obligations) with respect to credit matters relating to the Company to the extent that it deems such reliance to be appropriate. The Company shall promptly give notice to any other series Credit Enhancer of Securities in any material respectSupplemental Indenture entered into pursuant to the provisions of this Section 10.01.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to a Board Resolution, the Guarantor, when authorized by or pursuant to a Guarantor’s Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor, as the case may be, contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series Series of Securities (and if such covenants are to be for the benefit of less than all series Series of Securities, stating that such covenants are expressly being included solely for the benefit of such seriesSeries) or to surrender any right or power herein conferred upon the Company;Company or the Guarantor; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series Series of Securities (and if such Events of Default are to be for the benefit of less than all series Series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such seriesSeries); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series Series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or premium or Make-Whole Amount, if any, or interest, if any, on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any Series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series Series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series Series, the Guarantees thereof and any related coupons as permitted or contemplated by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to add Guarantees to the Securities of any Series to which the Guarantees shall not have already been attached; or (10) to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to comply with the rules or regulations of any securities exchange or automated quotation system on which any Securities may be listed or traded; or (11) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series Series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (1012) 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 Series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series Series and any related coupons or any other series Series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or (3) to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; or (4) to facilitate the issuance of Securities of any series in certificated or other definitive form; or (5) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such seriesthe series specified) or to surrender any right or power herein conferred upon the Company;; or (36) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default Defaults are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such seriesthe series specified); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (47) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall (1) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision;provision or (b) not apply to any Outstanding Securities; or (5) 8) to secure cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (8) shall not adversely affect the Securities; (6) to establish interest of the form or terms Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to an Issuer Trust and for so long as permitted any of the corresponding series of Capital Securities issued by Sections 2.01 and 3.01such Issuer Trust shall remain outstanding, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities holders of any Person (including the Company);such Capital Securities; or (79) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) , pursuant to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests requirements of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of SecuritiesSection 6.11(b); or (10) to supplement any comply with the requirements of the provisions Commission in order to effect or maintain the qualification of this Indenture to such extent as shall be necessary to permit or facilitate under the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectTrust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, the Guarantors and the Trustee, Trustee at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company or the Guarantors for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Company or the Guarantors; provided, however, that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may limit the remedies available to the Trustee upon such Default; or (3) to add any additional Events of Default for the benefit of the Holders of with respect to all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate the issuance of Securities in global form; or (5) to add to, change or eliminate any of the provisions of this Indenture; , provided that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);3.1; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11; or (8) 9) if allowed without penalty under applicable laws and regulations, to cure permit payment in the United States (including any ambiguityof the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (10) to correct or supplement any provision herein which may be inconsistent with any other provision herein, herein or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securitiesseries; or (1011) to supplement cure an ambiguity or correct any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01mistake, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such any series; or (12) to add a Guarantor pursuant to Section 9.8 or remove a Guarantor in respect of any series or any other series which, in accordance with the terms of Securities this Indenture applicable to the particular series, ceases to be liable in any material respectrespect of its Guarantee.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Debt Securities contained;; or (2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any series of Debt Securities appertaining thereto (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of applicable to less than all series of Securitiesseries, stating that such Events of Default are expressly being included solely for the benefit of to be applicable to such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision;provision and as to which such supplemental indenture would apply; or (5) to secure the Debt Securities;; or (6) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Debt Securities pursuant to ARTICLE FOUR or ARTICLE FOURTEEN, provided that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities in any material respect; or (7) to establish the form or terms of Debt Securities of any series as permitted by Sections SECTIONS 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of SECTION 6.09; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture; , provided that such action other provisions shall not adversely affect the interests of the Holders of Outstanding Debt Securities of any series created prior to the execution of such supplemental indenture in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement change any place or places where (1) the principal of the provisions of this Indenture to such extent as shall be necessary to permit and premium, if any, and interest, if any, on all or facilitate the defeasance and discharge of any series of Debt Securities pursuant to Sections 4.01shall be payable, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series (2) all or any other series of Debt Securities may be surrendered for registration or transfer, (3) all or any series of Debt Securities may be surrendered for exchange, and (4) notices and demands to or upon the Company in respect of all or any material respectseries of Debt Securities and this Indenture may be served.

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

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, the Subsidiary Guarantors, if any, and when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person corporation to the Company or any Subsidiary Guarantor and the assumption by any such successor of the covenants of the Company herein and in the Securities containedNotes; (2b) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of all or any series of Securities Notes (and and, if such covenants are to be for the benefit of less than all series of SecuritiesNotes, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the CompanyCompany or any Subsidiary Guarantor; (3c) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and and, if such Events of Default are to be for the benefit of applicable to less than all series of SecuritiesNotes, stating that such Events of Default are expressly being included solely for the benefit of to be applicable to such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular grace period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those the series of Securities Notes to which such additional Events of Default apply to waive such default; (4d) to change or eliminate any restrictions on the payment of principal (or premium, if any) of Notes, provided that any such action shall not adversely affect the interests of the Holders of Notes of any series in any material respect; (e) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding outstanding Note of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5) to secure the Securities; (6f) to establish the form or terms of Securities Notes of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company)Section 2.01; (7g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities Notes of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) h) to add to the provisions of this Indenture relating to the Guarantees, including additional subordination provisions; (i) to reflect the addition or release of any Subsidiary Guarantor, as provided for by this Indenture; (j) to provide for uncertificated outstanding Notes in addition to or in the place of outstanding Notes; (k) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Notes pursuant to Sections 8.01, 8.02 or 8.03; provided that any such action shall not adversely affect the interests of the Holders of Notes of such series or any other series of Notes in any material respect; (l) to cure any ambiguityambiguity or omission, to correct or supplement any provision herein which that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture that shall not be inconsistent with any provisions of this Indenture; provided that such action other provisions shall not adversely affect the interests of the Holders of Securities Notes of any series in any material respect; (9m) to add guarantors secure the Notes; (n) to make any changes that would provide any additional rights or co-obligors with respect benefits to Holders of Notes or that do not adversely affect the rights of any series of Securities or such Holder in any material respect; (o) to release guarantors from their guarantees of Securities in accordance comply with the terms requirements of the applicable series Commission in order to effect or maintain the qualification of Securitiesthe Indenture under the Trust Indenture Act; (p) to provide for the conversion rights of Holders of Notes in certain events such as an amalgamation, consolidation, merger or sale of all or substantially all of the assets of the Company; or (10q) to supplement any of reduce the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge conversion price, if applicable, of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectNotes.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the CompanyCorporation, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company Corporation, and the assumption by any such successor of the covenants of the Company Corporation contained herein and in the Securities contained;; or (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Corporation; or (3) to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; or (4) to add to the covenants of the Company Corporation for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such seriesthe series specified) or to surrender any right or power herein conferred upon the Company;Corporation; or (35) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such seriesthe series specified); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (46) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision;provision or (b) not apply to any Outstanding Securities; or (57) to secure cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the Securities; (6) to establish interest of the form or terms Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to an Issuer Trust and for so long as permitted any of the corresponding series of Preferred Securities issued by Sections 2.01 and 3.01such Issuer Trust shall remain outstanding, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities holders of any Person (including the Company);such Preferred Securities; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) , pursuant to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenturethe requirements of Section 6.11(b); provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;or (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance comply with the terms requirements of the applicable series of Securities; or (10) Commission in order to supplement any of effect or maintain the provisions qualification of this Indenture to such extent as shall be necessary to permit or facilitate under the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectTrust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustee for the Debt Securities of any series, 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 of the following purposes: (1) to evidence the succession of another Person Corporation to the rights of the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Debt Securities; or (2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of applicable to less than all series of Securitiesseries, stating that such Events of Default are expressly being included solely for the benefit of to be applicable to such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;provision and as to which such supplemental indenture would apply; or (5) to secure the Securities;Debt Securities or to provide that any of the Company’s obligations under any series of the Debt Securities shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; or (6) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Debt Securities pursuant to Article IV or XIV; or (7) to establish the form or terms of Securities Debt Securities, if any, of any series as permitted by Sections 2.01 2.1 and 3.013.1, including the provisions and procedures relating to Securities convertible into providing for conversion or exchangeable for any securities of any Person (including the Company);other rights as contemplated by Section 3.1; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Sections 6.10 and 6.11; or (8) 9) to cure any ambiguity, or to correct or supplement any provision herein herein, or in any supplemental indenture, which may be defective or inconsistent with any other provision herein, to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provisions with respect to matters or questions arising under this Indenture; provided that Indenture which shall not be inconsistent with any provision of this Indenture and as long as such action shall additional provisions do not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement change conversion rights in accordance with Section 15.4; or (11) to make any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided change that any such action shall does not adversely affect the interests of the Holders holders of Securities of such series or any other series of the Debt Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person corporation to the rights of the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Debt Securities contained;and Coupons, if any; or (2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any series of Debt Securities and the Coupons, if any, appertaining thereto (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of applicable to less than all series of Securitiesseries, stating that such Events of Default are expressly being included solely for the benefit of to be applicable to such series); provided, however, that in respect or (4) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Debt Securities of any such additional Events of Default such supplemental indenture may provide series in bearer form, registrable or not registrable, and with or without Coupons, to permit Bearer Securities to be issued in exchange for a particular period of grace after default (which period may Registered Securities, to permit Bearer Securities to be shorter or longer than that allowed issued in the case exchange for Bearer Securities of other defaults) authorized denominations or may provide for an immediate enforcement upon to permit the issuance of Debt Securities of any series in uncertificated form, provided that any such default or may limit action shall not adversely affect the remedies available to the Trustee upon such default or may limit the right interests of the Holders of a majority Debt Securities of any series or any related Coupons in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;any material respect; or (45) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security Outstanding or Coupon of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;provision and as to which such supplemental indenture would apply; or (56) to secure the Securities;Debt Securities or to provide that any of the Company's obligations under any series of the Debt Securities shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; or (67) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Four or Fifteen, provided that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities or any related Coupons in any material respect; or (8) to establish the form or terms of Debt Securities and Coupons, if any, of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (79) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11; or (8) 10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture; provided that such action other provisions shall not adversely affect the interests of the Holders of Outstanding Debt Securities or Coupons, if any, of any series in any material respect; (9) created prior to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities execution of such series or any other series of Securities supplemental indenture in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the Company, The Company when authorized by or pursuant to a resolution of the Board Resolution, of Directors and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: : (1a) to evidence the succession of another Person corporation to the Company Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in Company, as the Securities contained; case may be pursuant to Article Eleven hereof; (2b) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit protection of the Holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) or as the Board of Directors of the Company shall consider to surrender any right or power herein conferred upon the Company; (3) to add any additional Events of Default be for the benefit protection of the Holders of such Debt Securities or as may be required by Section 4.03 or Section 11.02, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional Events of Default covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; ; (4c) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5) to secure the Securities; (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of issuance under this Indenture of Debt Securities in bearer or coupon form (including securities registrable as shall be necessary to principal only) and to provide for or facilitate exchangeability of such Debt Securities with the administration Debt Securities of the trusts same series issued hereunder by more than one Trustee; (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or in fully registered form and to make any other provisions with respect to matters or questions arising under this Indentureall appropriate changes for such purpose; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.27

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the Company, when authorized by or pursuant to a Board Resolution, The Company and the Trustee, Indenture Trustee at any time and from time to timetime and without giving notice to or obtaining the consent of any Holder, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Indenture Trustee, for any of the following purposespurpose of: (1a) to evidence the succession of another Person conveying, transferring, assigning, mortgaging or pledging to the Company and Indenture Trustee any property or assets as security for the assumption by Notes of any such successor of the covenants of the Company herein and in the Securities containedseries; (2b) curing any ambiguity or correcting or supplementing any provision contained herein, in any Notes of any series, or in any supplemental indenture, which may be defective or inconsistent with any other provision contained in this Indenture, the relevant Notes, the relevant supplemental indenture or any other documents in connection with the Program, or making such other provisions in regard to add matters or questions arising under this Indenture which shall not materially adversely affect the interests of any Holder of Notes; (c) adding to the covenants of the Company or to those of the Indenture Trustee for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) Notes or to surrender any right or power herein conferred upon in this Indenture on the Company; (3d) to add adding any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such defaultDefault; (4e) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5) to secure the Securities; (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 evidencing and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide providing for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Securities Notes of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Section 7.13; (8) f) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect provide for the interests issuance of and establish the Holders form and terms and conditions of Securities Notes of any series as provided in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of SecuritiesSections 2.02 and 2.06; or (10g) to supplement establish the form of any of certifications required to be furnished pursuant to the provisions terms of this Indenture to such extent as shall be necessary to permit or facilitate of the defeasance and discharge Notes of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectseries.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any one or more of the following purposes: (1) to evidence the succession of another Person to the Company in accordance with Article VIII and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture, including, without limitation, with respect to any of the provisions set forth in Article XIV; provided that any such addition, change or elimination shall become effective only when there is no outstanding Security Outstanding of any series created prior to the execution of such amendment or supplemental indenture that is entitled to the benefit of adversely affected in any material respect by such provision; (5) to secure the Securitiesaddition, change or elimination; (6) to provide any security for, or add any guarantees of or additional obligors on, the Securities of any series; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including ; or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and procedures relating to Securities convertible into or exchangeable for any securities discharge of any Person (including series of Securities in accordance with Article IV or Article XIII; provided, however, that any such action shall not adversely affect the Company)interest of the Holders of Securities of such series or any other series of Securities in any material respect; (79) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11; or (8) 10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) . Upon the request of the Company, accompanied by a Board Resolution, and upon receipt by the Trustee of the documents described in Section 9.03, the Trustee shall, subject to add guarantors Section 9.03, join with the Company in the execution of any supplemental indenture authorized or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with permitted by the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall and make any further appropriate agreements and stipulations that may be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respecttherein contained.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;and coupons; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such the specified series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such the specified series); providedor (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, howeverto change or eliminate any restrictions on the payment of principal of (or premium, if any) or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in action shall not adversely affect the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right interests of the Holders of a majority any series or any related coupons in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;any material respect; or (45) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.10(b); or (8) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action other provisions shall not be inconsistent with the provisions in this Indenture or adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (109) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or (10) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, the Business Corporations Act (Ontario) and/or any other applicable laws governing trust indentures, in each case as then in effect; or (11) to add guarantees with respect to any or all of the Securities or to secure any or all of the Securities; or (12) to make any changes that does not adversely affect the rights of any Holder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the The Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustee may, at any time and from time to time and at any time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), without the consent of any Holder of Securities, for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities containedpursuant to Article Eight hereof; (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (56) to secure any or all of the Securities; (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company)3.1; (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); (8) 9) to make any change that does not materially adversely affect the interests of the Holders of Securities of any series then Outstanding; (10) to add guarantees with respect to any or all of the Securities; (11) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Code); (12) to cure any ambiguity, defect or inconsistency, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision hereinherein or in any supplemental indenture, or to make any such other provisions with respect to matters or questions arising under this Indenture; provided that , provided, that, in the good faith opinion of the Board of Directors of the Company, such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (1013) to supplement comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the Holders of any of the Outstanding Securities, notwithstanding any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectSection 9.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, the Guarantors and the Trustee, Trustee at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities contained;Securities; or (2b) to add to the covenants of the Company or the Guarantors for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Company or the Guarantors; provided, however, that in respect of any such additional -------- ------- covenant such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may limit the remedies available to the Trustee upon such Default; or (3c) to add any additional Events of Default for the benefit of the Holders of with respect to all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5d) to secure the Securities;; or (6e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);Section 2.1; or (7f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 7.11; or (8) to cure any ambiguity, g) to correct or supplement any provision herein which may be inconsistent with any other provision herein, herein or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such -------- action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securitiesaffected thereby; or (10h) to supplement cure an ambiguity or correct any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01mistake, 14.02 and 14.03; provided that any such action -------- shall not adversely affect the interests of the Holders of Securities of such any series; or (i) to add a Guarantor pursuant to Section 10.6 or remove a Guarantor in respect of any series or any other series which, in accordance with the terms of Securities this Indenture, ceases to be liable in any material respectrespect of its Guarantee.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the CompanyIssuers and the Guarantor, when authorized by or pursuant to a Board ResolutionResolutions, 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 of the following purposes: (1) to evidence the succession of another Person to either or both of the Company Issuers and the assumption by any such successor of the covenants of the Company such Issuers herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of the Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Issuers; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of the Securities (and if such Events of Default are to be for the benefit of less than all series of the Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of the Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of the Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture; Indenture in respect of one or more series of the Securities, provided that any such addition, change or elimination (A) shall become effective only when there is no neither (i) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provision; provision nor (5ii) modify the rights of the Holder of any such Security with respect to secure the Securities;such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to provide security for the Securities; or (7) to establish the form or terms of the Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.07; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action pursuant to this clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement add to, change, or eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit add or facilitate the defeasance and discharge of substitute any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders Partnership’s Subsidiaries as a co-issuer of Securities securities of such series or any other series of Securities in any material respectan applicable series.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the CompanyIssuers and the Guarantor, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person corporation to an Issuer or the Company Guarantor, and the assumption by any such successor of the covenants of such Issuer or the Company Guarantor herein and in the Securities containedDebt Securities; (2) to add to the covenants of an Issuer or the Company Guarantor, as the case may be, for the benefit of the Holders of all or any series of Debt Securities (and and, if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon such Issuer or the CompanyGuarantor; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and and, if such Events of Default are to be for the benefit of applicable to less than all series of Debt Securities, stating that such Events of Default are expressly being included solely for the benefit of to be applicable to such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular grace period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those the series of Debt Securities to which such additional Events of Default apply to waive such default; (4) to change or eliminate any restrictions on the payment of principal (or premium, if any) of Debt Securities, provided that any such action shall not adversely affect the interests of the Holders of Debt Securities of any series in any material respect; (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5) to secure the Securities; (6) to establish the form or terms of Debt Securities of any series as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company)301; (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) to add guarantees to the Debt Securities or to secure the Debt Securities; (9) to add a guarantee by any Person of an Issuer's obligations under this Indenture and the Guaranteed Debt Securities to the same extent that the Guarantor has guaranteed such Issuer's obligations under this Indenture and the Guaranteed Debt Securities; (10) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Debt Securities pursuant to Sections 401, 1301 or 1302; provided that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities in any material respect; or (11) to cure any ambiguity, to correct or supplement any provision herein which that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture that shall not be inconsistent with any provisions of this Indenture; , provided that such action other provisions shall not adversely affect the interests of the Holders of Debt Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedor (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, howeverto change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in action shall not adversely affect the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right interests of the Holders of a majority Securities of any series or any related coupons in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;any material respect; or (45) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security which is Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 7.10; or (8) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (109) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 15.02 and 14.0315.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities securities in any material respect; or (10) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualifications of this Indenture under any applicable law of the United States and Canada or of any province or territory thereof to the extent they do not conflict with the applicable law of the United States heretofore or hereafter enacted.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 201 and 3.01301, including the provisions and procedures relating to Securities convertible into Common Stock or exchangeable for any securities of any Person (including the Company);Preferred Stock; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); , provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture; Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall become effective only when there is no neither (i) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provision;provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (56) to secure the Securities;Securities pursuant to the requirements of Section 1008 or otherwise; or (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (78) to provide for uncertificated securities in addition to certificated securities; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 611; or (8) 10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securitiesseries; or (1011) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01Section 401, 14.02 1402 and 14.031403; provided that any such action shall not adversely affect the interests of the Holders holders of Securities of such series or any other series of Securities; or (12) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eight; or (13) to comply with the rules or regulations of any securities exchange on which any of the Securities may be listed; or (14) to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any material respectamendments to the Trust Indenture Act, provided that such action does not adversely affect the rights or interests of any Holder of Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Debt Securities, the Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustee for the Debt Securities of any or all series, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the such Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company pursuant to Article 8, and the assumption by any such successor of the covenants of the Company herein and in the Debt Securities contained;; or (2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any particular series of Debt Securities (and and, if such covenants are to be for the benefit of less fewer than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of with respect to any or all or any series of Debt Securities (and and, if any such Events Event of Default are applies to be for the benefit of less fewer than all series of Debt Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those each series of Securities to which such additional Events Event of Default apply to waive such default;applies); or (4) to add to, change or eliminate any of the provisions of this Indenture; provided , provided, however, that any such addition, change or elimination shall become effective only when there is no Debt Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;provision and as to which such supplemental indenture would apply; or (5) to secure evidence and provide for the Securities;acceptance of appointment hereunder of a Trustee other than Star Bank, N.A. as Trustee for a series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9; or 55 - 50 - (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (7) to establish the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Debt Securities, as herein set forth, and other conditions, limitations and restrictions thereafter to be observed; or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the satisfaction and discharge of any series of Debt Securities pursuant to Section 4.1; provided, however, that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities in any material respect; or (9) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to convey, transfer, assign, mortgage or pledge any property to or with the Trustee for the Debt Securities of any series or to surrender any right or power herein conferred upon the Company, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests rights of the Holders of Debt Securities of any particular series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustee for the Debt Securities of any series, 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 of the following purposes: (1) to evidence the succession of another Person Corporation to the rights of the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Debt Securities; or (2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of applicable to less than all series of Securitiesseries, stating that such Events of Default are expressly being included solely for the benefit of to be applicable to such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;provision and as to which such supplemental indenture would apply; or (5) to secure the Securities;Debt Securities or to provide that any of the Company’s obligations under any series of the Debt Securities shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; or (6) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Debt Securities pursuant to Article IV or XIV; or (7) to establish the form or terms of Securities Debt Securities, if any, of any series as permitted by Sections 2.01 2.1 and 3.013.1, including the provisions and procedures relating to Securities convertible into providing for conversion or exchangeable for any securities of any Person (including the Company);other rights as contemplated by Section 3.1; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Sections 6.10 and 6.11; or (8) 9) to cure any ambiguity, or to correct or supplement any provision herein herein, or in any supplemental indenture, which may be defective or inconsistent with any other provision herein, to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provisions with respect to matters or questions arising under this Indenture; provided that Indenture which shall not be inconsistent with any provision of this Indenture and as long as such action shall additional provisions do not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of change conversion rights in accordance with Section 15.4; or (11) to modify the provisions of this Indenture Article XVI (except, with respect to such any Outstanding Securities, to the extent as shall be necessary prohibited by clause 5 of Section 10.2); or (12) to permit or facilitate the defeasance and discharge of make any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided change that any such action shall does not adversely affect the interests of the Holders holders of Securities of such series or any other series of the Debt Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or (3) to establish the form or terms of Securities of any series as permitted by Sections 2.01 or 3.01; or (4) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (35) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (46) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only -------- when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (57) to secure cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the Securities; (6) to establish interest of the form or terms Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to a Trust and for so long as permitted any of the corresponding series of Preferred Securities issued by Sections 2.01 and 3.01such Trust shall remain outstanding, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities holders of any Person (including the Company);such Preferred Securities; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) , pursuant to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenturethe requirements of Section 6.11(b); provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;or (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance comply with the terms requirements of the applicable series of Securities; or (10) Commission in order to supplement any of effect or maintain the provisions qualification of this Indenture to such extent as shall be necessary to permit or facilitate under the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectTrust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series Series of Securities (and if such covenants are to be for the benefit of less than all series Series of Securities, stating that such covenants are expressly being included solely for the benefit of such seriesSeries) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series Series of Securities (and if such Events of Default are to be for the benefit of less than all series Series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such seriesSeries); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series Series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or premium or Make-Whole Amount, if any, or interest, if any, on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any Series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series Series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series Series and any related coupons as permitted or contemplated by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to comply with the rules or regulations of any securities exchange or automated quotation system on which any Securities may be listed or traded; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series Series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (1011) 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 Series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series Series and any related coupons or any other series Series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, Issuer (when authorized by or pursuant to a Board Resolution), the Guarantor (when authorized by a Guarantor's Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:; (1) to evidence the succession of another Person to the Company Issuer or the Guarantor and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor, as the case may be, herein and in the Securities contained;; or (2) to add to the covenants of the Company Issuer or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Issuer or the Guarantor; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedPROVIDED, howeverHOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registerable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided, that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 202 and 3.01301, including the provisions and procedures relating to Securities convertible into Common Stock or exchangeable for any securities of any Person (including Preferred Stock, as the Company);case may be; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series in or any related coupons of any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in if any material respect.; or (11) to effect the assumption by the Guarantor or a subsidiary thereof pursuant to Section 805; or

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to a Board Resolution, 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, hereto for any of the following purposes: : (1) to evidence the succession of another Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Securities contained; or the Guarantees; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), and to make the occurrence, or to surrender the occurrence and continuance, of a default in any right of such additional covenants a default or power herein conferred upon the Company; (3) to add any additional Events an Event of Default for permitting the benefit of the Holders enforcement of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional Events of Default covenant such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default default, or may limit to surrender any right or power herein conferred upon the right Company or the Guarantor; or (3) to add any additional Events of Default for the benefit of the Holders of a majority in aggregate principal amount of that all or those any series of Securities to which (and if such additional Events of Default apply are to waive be for the benefit of less than all series of Securities, stating that such default; additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to add to, change or eliminate any of the provisions of this Indenture; Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) >shall become effective only when there is no neither apply to any 47 56 Security Outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provision; provision nor modify the rights of the Holder of any such Security with respect to such provision and (5B) shall not become effective in respect of any Security of any series created prior to the execution of such supplemental indenture until such time as there is no such Security of such series Outstanding; or (6) to secure the Securities; Securities and the Guarantees pursuant to the requirements of Section 1008 or otherwise; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 201 and 3.01, including 301 or of the provisions and procedures relating to Securities convertible into related Guarantees as permitted by Section 206; or exchangeable for any securities of any Person (including the Company); (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; , pursuant to the requirements of Section 611; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors ; or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement provide for the assumption by the Guarantor or a wholly owned subsidiary (subject to and upon compliance with the provisions of Section 801) of all liabilities and obligations of the Company with respect to the Securities of one or more series and any related coupons, and upon such assumption, the release of the Company from all such liabilities and obligations. SECTION 902. Supplemental Indentures With Consent of Holders. With the consent of the Holders of not less than 66 2/3% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company, when authorized by a Board Resolution, the Guarantor, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate of modifying in any manner the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests rights of the Holders of Securities of such series and any related coupons under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1007, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest or Additional Amounts thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting, or (3) modify any of the provisions of this Section or Section 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or 48 57 waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8), or (4) change in any manner adverse to the interests of the Holders of any Outstanding Securities the terms and conditions of the obligations of the Guarantor in respect of the due and punctual payment of the principal thereof and any premium or interest or Additional Amounts thereon or any sinking or analogous fund payments provided in respect thereof. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities in of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any material respectother series. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 903.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the The Company, when authorized by or pursuant to a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities containedpursuant to Article Eight hereof; (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedPROVIDED, howeverHOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (56) to secure the Securities; (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company)3.1; (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); (8) 9) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision hereinherein or in any supplemental indenture, or to make any such other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests interest of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act of 1939. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the Holders of any of the Outstanding Securities, notwithstanding any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectSection 9.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Debt Securities, the Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustee for the Debt Securities of any or all series, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the such Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company pursuant to Article 8, and the assumption by any such successor of the covenants of the Company herein and in the Debt Securities contained;; or (2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any particular series of Debt Securities (and and, if such covenants are to be for the benefit of less fewer than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of with respect to any or all or any series of Debt Securities (and and, if any such Events Event of Default are applies to be for the benefit of less fewer than all series of Debt Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those each series of Securities to which such additional Events Event of Default apply to waive such default;applies); or (4) to add to, change or eliminate any of the provisions of this Indenture; provided , provided, however, that any such addition, change or elimination shall become effective only when there is no Debt Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;provision and as to which such supplemental indenture would apply; or (5) to secure evidence and provide for the Securities;acceptance of appointment hereunder of a Trustee other than Star Bank, N.A. as Trustee for a series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (7) to establish the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Debt Securities, as herein set forth, and other conditions, limitations and restrictions thereafter to be observed; or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the satisfaction and discharge of any series of Debt Securities pursuant to Section 4.1; provided, however, that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities in any material respect; or (9) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to convey, transfer, assign, mortgage or pledge any property to or with the Trustee for the Debt Securities of any series or to surrender any right or power herein conferred upon the Company, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests rights of the Holders of Debt Securities of any particular series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

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

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the The Company, when authorized by or pursuant to a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as it shall be in force at the date of execution of such supplemental indenture or indentures) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1A) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire or to comply with Section 5.04; (B) to evidence the succession of another Person corporation to the Company Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities containedCompany, pursuant to Article XII; (2C) to add to the covenants and agreements of the Company such further covenants, agreements, restrictions or conditions for the benefit protection of the Holders of the Securities of all or any series as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of such series (and if such covenants covenants, agreements, restrictions or conditions are to be for the benefit of less than all series of Securities, stating that specifying the series to which such covenants covenants, agreements, restrictions or conditions are expressly being included solely for applicable), and to make the benefit occurrence, or the occurrence and continuance, of a default in any such series) additional covenants, agreements, restrictions or to surrender any right conditions a default or power herein conferred upon the Company; (3) to add any additional Events an Event of Default for permitting the benefit of the Holders enforcement of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)several remedies provided in this Indenture as herein set forth; provided, however, that that, in respect of any such additional Events of Default covenant, agreement, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those the Securities of a particular series of Securities to which such additional Events of Default apply to waive such default; (4D) to change add, delete or eliminate 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 Sections 2.01, 3.01 and 3.03 (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 prohibit the authentication and delivery of additional series of Securities; (F) to cure any ambiguity, omission, mistake, defect or inconsistency, or to correct or supplement any provision contained in this Indenture or any supplemental indenture hereto which may be defective or inconsistent with any other provisions contained therein; (G) to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture; provided that Indenture or any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to and shall not adversely affect the benefit interests of such provisionthe holders of the Securities in any material respect; (5) to secure the Securities; (6H) to establish the form or and terms of the Securities of any series as permitted by in Sections 2.01 2.01, 3.01 and 3.013.03, including or to authorize the provisions and procedures relating issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities convertible into or exchangeable for any securities of any Person (including the Company);series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; and (7I) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) , pursuant to cure the requirements of Section 7.11. Upon request of the Company, accompanied by a Board Resolution, the Trustee is hereby authorized to join with the Company in the execution of any ambiguitysuch supplemental indenture, to correct or supplement make any provision herein further appropriate agreements and stipulations which may be inconsistent with any other provision hereintherein contained and to accept the conveyance, transfer, assignment, mortgage, or pledge of any property thereunder, but the Trustee shall not be obligated to make enter into any other provisions with respect to matters such supplemental indenture which affects the Trustee’s own rights, duties or questions arising immunities under this Indenture; provided that such action Indenture or otherwise. In addition, the Trustee shall not adversely affect be obligated to enter into any supplemental indenture which provides for the interests of the Holders issuance of Securities of any series denominated in any material respect; (9) a Foreign Currency or currency unit, if the Trustee determines in its reasonable discretion that it would not be able to add guarantors or co-obligors with properly fulfill its obligations hereunder and thereunder in respect to any series of such Securities or to release guarantors from their guarantees of Securities in accordance with do so would be unduly burdensome to the terms of the applicable series of Securities; or (10) to supplement any of Trustee. Any supplemental indenture authorized by the provisions of this Indenture to such extent as Section 11.01 shall be necessary to permit or facilitate executed by the defeasance Company and discharge of any series of Securities pursuant to Sections 4.01, 14.02 the Trustee and 14.03; provided that any such action shall not adversely affect require the interests consent of the Holders of any of the Securities of such series or any other series of Securities in any material respectat the time outstanding, notwithstanding Section 11.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the CompanyIssuer, when authorized by or pursuant to a Board Resolution, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company Issuer or the Guarantor and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor herein and in the Securities contained;(including (i) the merger of the Issuer with and into the Guarantor (and simultaneous release of the Guarantee of the Guarantor) pursuant to Section 801 or (ii) the substitution of the Issuer by the Guarantor (and simultaneous release of the Guarantee of the Guarantor) pursuant to Section 803); or (2) to add to the covenants of the Company Issuer or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Issuer or the Guarantor; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to, change or eliminate any of the provisions of this Indenture; Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall become effective only when there is no neither (i) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provision;provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 610; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action pursuant to this Clause (8) shall not adversely affect the interests of the Holders of Securities of any series in any material respect;; or (9) to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; or (10) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or (11) to add guarantors or co-obligors with respect to any series of Securities or to provide for release of guarantors from their guarantees of Securities in accordance with the terms of this Indenture and the applicable series of Securities; or (1012) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities; or (13) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the The Company, when authorized by or pursuant to a Board Resolution, Resolution and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:: 57 (1) to evidence the succession of another Person corporation to the Company Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities containedpursuant to Article Eight hereof; (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in (i) bearer form, registrable or not registrable as to principal, and/or (ii) coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (56) to secure convey, transfer, assign, mortgage or pledge to the SecuritiesTrustee as security for the Securities of one or more series any property or assets; (67) to establish the form or terms of Securities of any series thereof as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for 58 or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.09(b); and (8) 9) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision hereinherein or in any supplemental indenture, or to make any such other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) . The Trustee is hereby authorized to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance join with the terms Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the applicable series Holders of any of the Outstanding Securities; or (10) to supplement , notwithstanding any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectSection 9.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or (3) to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; or (4) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (35) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (46) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;provision or (b) not apply to any Outstanding Securities; or (57) to secure cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the Securities; (6) to establish interest of the form or terms Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to a Trust and for so long as permitted any of the corresponding series of Preferred Securities issued by Sections 2.01 and 3.01such Trust shall remain outstanding, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities holders of any Person (including the Company);such Preferred Securities; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) , pursuant to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenturethe requirements of Section 6.11(b); provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;or (9) at such time, if any, as this Indenture is qualified under the Trust Indenture Act, to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance comply with the terms requirements of the applicable series of Securities; or (10) Commission in order to supplement any of effect or maintain the provisions qualification of this Indenture to such extent as shall be necessary to permit or facilitate under the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectTrust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision;; or (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (109) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.0114.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included 55 66 solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); , provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture; Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall become effective only when there is no neither (i) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provision;provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (56) to secure the Securities;Securities pursuant to the requirements of Section 1008 or otherwise; or (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (78) to provide for uncertificated securities in addition to certificated securities; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 611; or (8) 10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (1011) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01Section 401, 14.02 1402 and 14.031403; provided that any such action shall not adversely affect the interests of the Holders holders of Securities of such series or any other series of Securities in any material respect; or (12) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eight; or (13) to comply with the rules or regulations of any securities exchange on which any of the Securities may be listed; or (14) to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided that such action does not adversely affect the rights or interests of any Holder of Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the CompanyIssuer, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company Issuer and the assumption by any such successor of the covenants of the Company Issuer herein and in the Securities contained;; or (2) to add to the covenants of the Company Issuer for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Issuer; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in 52 uncertificated form, PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; provided , PROVIDED that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that , PROVIDED such action provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any one or more of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities, pursuant to Article VIII; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such one or more specified series) or to surrender any right or power herein conferred upon the Company;; or (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; or (4) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)Default; provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (45) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to make any changes that would provide any additional rights or benefits to the Holders of Securities or that do not adversely affect the legal rights under the Indenture of any such Holder; or (8) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);3.1; or (79) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (8) 10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (1011) to supplement any comply with the requirements of the provisions Commission in order to effect or maintain the qualification of this the Indenture under the Trust Indenture Act. (12) to provide for conversion rights of Holders of Securities in certain events such extent as shall be necessary to permit a consolidation, merger or facilitate sale of all or substantially all of the defeasance and discharge assets of the Company; or (13) reduce the conversion price, if applicable, of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectSecurities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, the Guarantors 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 of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;Securities; or (2) to add a Guarantee and cause any Person to become a Guarantor, and/or to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the Guarantee of such Guarantor herein and, to the extent applicable, endorsed upon any Securities; or (3) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; (3) Company and to add make the occurrence, or the occurrence and continuance, of a Default in any such additional Events covenants, restrictions, conditions or provisions an Event of Default for permitting the benefit of the Holders enforcement of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional Events of Default 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 default an Event of Default or may limit the remedies available to the Trustee upon such default an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of that the Securities of such series to waive such an Event of Default; or (4) to add any additional Defaults or those series of Securities to which such additional Events of Default apply to waive such default;in respect of all or any series of Securities; or (45) to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (6) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (57) to secure the Securities;Securities of any series; or (6) 8) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.013.1, including the provisions and procedures relating to Securities convertible into or exchangeable for reopen any securities series of any Person (including the Company);Securities as permitted under Section 3.1; or (79) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11(b); or (8) 10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to comply with any applicable mandatory provision of law or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action Indenture which shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (1011) to supplement any of modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to permit effect the qualification of this Indenture under the Trust Indenture Act or facilitate under any similar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the defeasance Trust Indenture Act. The Trustee is hereby authorized to join with the Company and discharge any Guarantor in the execution of any series such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage, charge or pledge of Securities pursuant any property thereunder, but the Trustee shall not be obligated to Sections 4.01, 14.02 and 14.03; provided that enter into any such action shall not adversely affect supplemental indenture which affects the interests of the Holders of Securities of such series Trustee’s own rights, duties or any other series of Securities in any material respectimmunities under this Indenture or otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Debt Securities, the Company, when authorized by or pursuant to a Board Resolution, and the TrusteeTrustee for the Debt Securities of any or all series, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the such Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company Company, and the assumption by any such successor of the covenants of the Company herein and in the Debt Securities contained;; or (2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any particular series of Debt Securities (and and, if such covenants are to be for the benefit of less fewer than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of with respect to any or all or any series of Debt Securities (and and, if any such Events Event of Default are applies to be for the benefit of less fewer than all series of Debt Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those each series of Securities to which such additional Events Event of Default apply to waive such default;applies); or (4) to add to, change or eliminate any of the provisions of this Indenture; provided , provided, however, that any such addition, change or elimination shall become effective only when there is no Debt Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;provision and as to which such supplemental indenture would apply; or (5) to secure evidence and provide for the Securities;acceptance of appointment hereunder of a Trustee other than ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as Trustee for a series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 609; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 611(b); or (7) to establish the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Debt Securities, as herein set forth, and other conditions, limitations and restrictions thereafter to be observed; or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the satisfaction and discharge of any series of Debt Securities pursuant to Section 401; provided, however, that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities in any material respect; or (9) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to convey, transfer, assign, mortgage or pledge any property to or with the Trustee for the Debt Securities of any series or to surrender any right or power herein conferred upon the Company, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests of the Holders of Debt Securities of any particular series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the CompanyThe -------------------------------------------------- Issuer, when authorized by or pursuant to a resolution of its Board Resolutionof Directors, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; (b) to establish the form and terms of Securities of any series permitted by this Indenture, including without limitation the Exchange Notes; (c) to evidence the succession of another Person corporation to the Company Issuer, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities containedIssuer pursuant to Article Eight hereof; (2d) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors shall consider to be for the benefit protection of the Holders of some or all of the Securities or any series of Securities (and if such covenants are to be for the benefit maintenance of less than ratings on some or all series of the Securities, stating that and to make the occurrence, or the occurrence and continuance of a default in any such covenants are expressly being included solely for the benefit of such series) additional covenants, restrictions, conditions or to surrender any right or power herein conferred upon the Company; (3) to add any additional Events provisions an Event of Default for permitting the benefit of the Holders enforcement of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such -------- additional Events of Default 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 default an Event of Default or may limit the remedies available to the Trustee upon such default an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of the Securities to which such additional Events of Default apply to waive such defaultan Event of Default; (4e) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that Series Supplemental Indenture which is entitled to the benefit of such provisionprovision or such change or elimination is applicable only to Securities issued after the effective date of such change or elimination; (5f) to secure the Securities; (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change modify any of the provisions of this Indenture transfer restrictions or securities legends as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteeset forth herein; (8) g) to cure any ambiguityambiguity or to cure, to correct or supplement any defective provision contained herein which may be inconsistent with any other provision hereinor in the Securities of a series, or to make any such other provisions with respect in regard to matters or questions arising under this Indenture; provided that Indenture or under any supplemental indenture as the Board of Directors may deem necessary or desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities of such action series and (ii) shall not adversely affect the interests of the Holders of the Securities of any series in any material respect;such series; and (9h) to add guarantors modify or co-obligors with respect supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification thereof under the Trust Indenture Act or any series other similar federal statute hereafter in effect. The Trustee is hereby authorized to join in the execution of Securities any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to release guarantors from their guarantees enter into any such supplemental indenture that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of Securities in accordance with this Section 7.1 may be executed without the terms consent of the applicable series Holders of Securities; or (10) to supplement any of the Securities at the time Outstanding, notwithstanding any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectSection 7.2 hereof.

Supplemental Indentures Without Consent of Holders. Without From time to time, when authorized by a resolution of the Board of Directors, the Company and the Trustee, without notice to or the consent of any Holders of Securities, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to timeDebentures, may enter into one amend or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposessupplement this Indenture: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Debentures; or (2b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities Debentures (and if as shall be specified in such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such seriessupplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default covenant, restriction or condition on the Company, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities default; or (c) to which such add any additional Events of Default apply with respect to waive all or any series of Debentures (as shall be specified in such default;supplemental indenture); or (4d) to change or eliminate any of the provisions of this Indenture; provided , provided, that any such change or elimination shall become effective only when there is no Security Outstanding Debenture outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (5) to secure the Securities; (6e) to establish the form or terms of Securities Debentures of any series as permitted by Sections 2.01 and 3.01Section 2.1 or, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities in lieu of any Person (including such supplemental indenture, the Company);Company may provide the Trustee with an Officer's Certificate with respect to the form or terms of such Debentures; or (7f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities Debentures of one or more series series, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) g) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision hereinherein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action Indenture or under any supplemental indenture, which shall not adversely affect the interests of the Holders of Securities Debentures of any series then outstanding in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10h) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Debentures as herein set forth; or (i) to comply with requirements of the SEC in order to effect or maintain qualification of this Indenture under the TIA; or (j) subject to Section 12.12, to make any change in Article XII that would limit or terminate the benefits available to any holder of Senior Indebtedness under such Article; or (k) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; Debentures provided that any such action shall not adversely affect the interests of the Holders any Holder of Securities a Debenture of such series or any other series of Securities Debenture in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the 71 Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 201 and 3.01301, including the provisions and procedures relating providing for the adjustment of conversion rights pursuant to Section 1607 with respect to Securities convertible into or exchangeable for any securities of any Person (including the Company);Common Stock and as otherwise contemplated by Section 1613 with respect to Securities convertible into Preferred Stock; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture; Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall become effective only when there is no neither (i) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provision;provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (56) to secure the Securities;Securities pursuant to the requirements of Section 1008 or otherwise; or (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 611; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.provided

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedor (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, howeverto change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in action shall not adversely affect the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right interests of the Holders of a majority Securities of any series or any related coupons in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;any material respect; or (45) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 609(b); or (8) 9) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of 80 70 Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.. SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of any series, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series, (1) change the Stated Maturity of the principal of, or any installment of interest on any Security of such series, or reduce the principal amount thereof or the rate of interest thereon or any premium payable on the redemption thereof, or change the coin or currency in which any Securities of such series or any premium of the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof, or (2) reduce the percentage in principal amount of the Outstanding Securities of such series, the consent of whose Holders is required for any such waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 513 or Section 1011, except to increase the percentage of Outstanding Securities of such series required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security of such series affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Any such supplemental indenture adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, or modifying in any manner the rights of the Holders

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the CompanyIssuer and the Guarantor, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company Issuer or the Guarantor, as the case may be, and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor, as the case may be, contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company Issuer and the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Issuer or the Guarantor; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or premium, or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 15.02 and 14.0315.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the CompanyIssuer and the Guarantor, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company Issuer or the Guarantor, as the case may be, and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor, as the case may be, contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company Issuer and the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Issuer or the Guarantor; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or premium, if any, or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.15.02 and

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, Issuer (when authorized by or pursuant to a Board Resolution), the Guarantor (when authorized by a Guarantor's Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:; (1) to evidence the succession of another Person to the Company Issuer or the Guarantor and the assumption by any such successor of the covenants of the Company Issuer or the Guarantor, as the case may be, herein and in the Securities contained;; or (2) to add to the covenants of the Company Issuer or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Issuer or the Guarantor; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedPROVIDED, howeverHOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided, that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 202 and 3.01301, including the provisions and procedures relating to Securities convertible into Common Stock or exchangeable for any securities of any Person (including Preferred Stock, as the Company);case may be; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series in or any related coupons of any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in if any material respect; or (11) to effect the assumption by the Guarantor or a subsidiary thereof pursuant to Section 805.

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

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the The Company, when authorized by or pursuant to a Board Resolution, the Guarantor and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation or entity to the Company or the Guarantor, or successive successions, and the assumption by any such the successor corporation or entity of the covenants covenants, agreements and obligations of the Company herein and in or the Securities containedGuarantor pursuant to Article Eight hereof; (2) to add to the covenants of the Company or the Guarantor or to add additional rights for the benefit of the Holders of all or any series of Securities (and if such covenants or rights are to be for the benefit of less than all series of Securities, stating that such covenants or rights are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the CompanyCompany or the Guarantor; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in coupon form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form; (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (56) to secure the Securities; (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company)3.1; (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); (8) 9) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision hereinherein or in any supplemental indenture, or to make any such other provisions with respect to matters or questions arising under this Indenture; , provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (910) to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act of 1939; (11) to add additional guarantors or co-obligors with in respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (1012) to supplement make provision with respect to the conversion rights, if any, to holders of the Securities issued pursuant to the requirements any such supplemental indenture. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer assignment, mortgage or pledge of any property thereunder. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the Holders of any of the Outstanding Securities, notwithstanding any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectSection 9.2.

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

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the CompanyCorporation, when authorized by or pursuant to a Board ResolutionResolutions, 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 of the following purposes: (1a) to evidence the succession of another Person to the Company Corporation and the assumption by any such successor of the covenants of the Company Corporation herein and in the Securities contained;; or (2b) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Corporation; or (c) to provide for the issuance of and establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; or (d) to add to the covenants of the Company Corporation for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such seriesthe series specified) or to surrender any right or power herein conferred upon the Company;Corporation; or (3e) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such seriesthe series specified); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;or (4f) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall (i) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision;provision or (ii) not apply to any Outstanding Securities; or (5g) to secure cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (g) shall not adversely affect the Securities; (6) to establish interest of the form or terms Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to an Issuer Trust and for so long as permitted any of the corresponding series of Trust Preferred Securities issued by Sections 2.01 and 3.01such Issuer Trust shall remain outstanding, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities holders of any Person (including the Company);such Trust Preferred Securities; or (7h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) , pursuant to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests requirements of the Holders of Securities of any series in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of SecuritiesSection 6.11(b); or (10i) to supplement any comply with the requirements of the provisions Commission in order to effect or maintain qualification of this Indenture to such extent as shall be necessary to permit or facilitate under the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectTrust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to a Board Resolution, the Guarantors 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 of the following purposes: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants agreements and obligations of the Company or any Guarantor herein and in the Securities contained;and any interest coupons appertaining thereto; or (2b) to add to the covenants agreements of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants agreements are to be for the benefit of less than all series of Securities, stating that such covenants agreements are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3c) to add any additional Events of Default for the benefit of the Holders of with respect to all or any series of Securities; or (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance or administration of Bearer Securities (and if such Events of Default are including, without limitation, to be for the benefit of less than all series of Securities, stating provide that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period Bearer Securities may be shorter or longer than that allowed in the case of other defaultsregistrable as to principal only) or may provide for an immediate enforcement upon such default to facilitate the issuance or may limit the remedies available to the Trustee upon such default or may limit the right administration of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;Global Securities; or (4e) to change or eliminate any of the provisions of this Indenture; Indenture in respect of one or more series of Securities, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (5f) to secure the any series of Securities;; or (6g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 2.1 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);3.1; or (7h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.11; or (8) i) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including any of the States thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal of, premium, if any, or interest, if any, on Bearer Securities or interest coupons, if any; or (j) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, herein or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action shall not adversely affect in any material respect the interests of the Holders of Securities of any series in any material respect;series; or (9k) to add guarantors or co-obligors make provision not adverse to the Holders of Outstanding Securities of any series with respect to any series conversion or exchange rights of Securities Holders pursuant to the requirements of Article 14, including providing for the conversion or to release guarantors from their guarantees of Securities in accordance with the terms exchange of the applicable series Securities into any Equity Securities of SecuritiesAllied; or (10l) to supplement any of modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to permit effect the qualification of this Indenture under the Trust Indenture Act or facilitate under any similar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectTrust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities contained;Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); providedor (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, howeverto change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in action shall not adversely affect the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right interests of the Holders of a majority Securities of any series or any related coupons in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;any material respect; or (45) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision; (5) to secure the Securities;; or (6) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;, pursuant to the requirements of Section 6.09(b); or (8) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or (10) to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the CompanyPartnership, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company Partnership and the assumption by any such successor of the covenants of the Company Partnership herein and in the Securities contained;; or (2) to add to the covenants of the Company Partnership for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;Partnership; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such 66 supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the The Company, when authorized by or pursuant to a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as it shall be in force at the date of execution of such supplemental indenture or indentures) for one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1A) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire or to comply with Section 5.04; (B) to evidence the succession of another Person corporation to the Company Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities containedCompany, pursuant to Article XII; (2C) to add to the covenants and agreements of the Company such further covenants, agreements, restrictions or conditions for the benefit protection of the Holders of the Securities of all or any series as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of such series (and if such covenants covenants, agreements, restrictions or conditions are to be for the benefit of less than all series of Securities, stating that specifying the series to which such covenants covenants, agreements, restrictions or conditions are expressly being included solely for applicable), and to make the benefit occurrence, or the occurrence and continuance, of a default in any such series) additional covenants, agreements, restrictions or to surrender any right conditions a default or power herein conferred upon the Company; (3) to add any additional Events an Event of Default for permitting the benefit of the Holders enforcement of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series)several remedies provided in this Indenture as herein set forth; provided, however, that that, in respect of any such additional Events of Default covenant, agreement, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those the Securities of a particular series of Securities to which such additional Events of Default apply to waive such default; (4D) to change add, delete or eliminate 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 Sections 2.01, 3.01 and 3.03 (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 prohibit the authentication and delivery of additional series of Securities; (F) to cure any ambiguity or to correct or supplement any provision contained herein in any supplemental indenture which may be defective or inconsistent with any other provisions contained herein or in any supplemental indenture; (G) to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture; provided that Indenture or any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to and shall not adversely affect the benefit interests of such provisionthe holders of the Securities in any material respect; (5) to secure the Securities; (6H) to establish the form or and terms of the Securities of any series as permitted by in Sections 2.01 2.01, 3.01 and 3.013.03, including or to authorize the provisions and procedures relating issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities convertible into or exchangeable for any securities of any Person (including the Company);series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; and (7I) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) , pursuant to cure the requirements of Section 7.11. Upon request of the Company, accompanied by a Board Resolution, the Trustee is hereby authorized to join with the Company in the execution of any ambiguitysuch supplemental indenture, to correct or supplement make any provision herein further appropriate agreements and stipulations which may be inconsistent with any other provision hereintherein contained and to accept the conveyance, transfer, assignment, mortgage, or pledge of any property thereunder, but the Trustee shall not be obligated to make enter into any other provisions with respect to matters such supplemental indenture which affects the Trustee’s own rights, duties or questions arising immunities under this Indenture; provided that such action Indenture or otherwise. In addition, the Trustee shall not adversely affect be obligated to enter into any supplemental indenture which provides for the interests of the Holders issuance of Securities of any series denominated in any material respect; (9) a Foreign Currency or currency unit, if the Trustee determines in its reasonable discretion that it would not be able to add guarantors or co-obligors with properly fulfill its obligations hereunder and thereunder in respect to any series of such Securities or to release guarantors from their guarantees of Securities in accordance with do so would be unduly burdensome to the terms of the applicable series of Securities; or (10) to supplement any of Trustee. Any supplemental indenture authorized by the provisions of this Indenture to such extent as Section 11.01 shall be necessary to permit or facilitate executed by the defeasance Company and discharge of any series of Securities pursuant to Sections 4.01, 14.02 the Trustee and 14.03; provided that any such action shall not adversely affect require the interests consent of the Holders of any of the Securities of such series or any other series of Securities in any material respectat the time outstanding, notwithstanding Section 11.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and to the assumption by any such successor of the covenants of the Company herein and in the Securities contained;pursuant to Article Eight or Section 117; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default covenant, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those the Securities of such series of Securities to which such additional Events of Default apply to waive such default; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture; Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall become effective only when there is no neither (i) apply to any Security Outstanding of any series created prior to the execution of such supplemental indenture that is and entitled to the benefit of such provision;provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by one or more than one Trustee;successor Trustees, pursuant to the requirements of Section 611; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; , provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; (9) . The Trustee is hereby authorized to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance join with the terms Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the applicable series holders of Securities; or (10) to supplement any of the Securities at the time outstanding, notwithstanding any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectSection 902.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesHolders, the CompanyIssuer, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company Issuer and the assumption by any such successor of the covenants of the Company Issuer herein and in the Securities containedSubordinated Debt Securities; (2) to add to the covenants of the Company Issuer for the benefit of the Holders of all or any series of Subordinated Debt Securities (and and, if such covenants are to be for the benefit of less than all series of Subordinated Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the CompanyIssuer; (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and and, if such Events of Default are to be for the benefit of applicable to less than all series of Subordinated Debt Securities, stating that such Events of Default are expressly being included solely for the benefit of to be applicable to such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular grace period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those the series of Subordinated Debt Securities to which such additional Events of Default apply to waive such default; (4) to change or eliminate any restrictions on the payment of principal (or premium, if any) of Subordinated Debt Securities, provided that any such action shall not adversely affect the interests of the Holders of Subordinated Debt Securities of any series in any material respect; (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Outstanding Subordinated Debt Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (5) to secure the Securities; (6) to establish the form or terms of Subordinated Debt Securities of any series as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company)301; (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Subordinated Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (8) to add guarantees to the Subordinated Debt Securities; (9) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Subordinated Debt Securities pursuant to Sections 401, 1301 or 1302; provided that any such action shall not adversely affect the interests of the Holders of Subordinated Debt Securities of such series or any other series of Subordinated Debt Securities in any material respect; (10) to cure any ambiguity, to correct or supplement any provision herein which that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture that shall not be inconsistent with any provisions of this Indenture; , provided that such action other provisions shall not adversely affect the interests of the Holders of Subordinated Debt Securities of any series in any material respect; (911) to add guarantors provide for uncertificated Subordinated Debt Securities in addition to or co-obligors with respect in place of certificated Subordinated Debt Securities; (12) to secure the Subordinated Debt Securities; (13) to make any series changes that would provide any additional rights or benefits to Holders of Subordinated Debt Securities or that do not adversely affect the legal rights under the Indenture of any such Holder; (14) to release guarantors from their guarantees comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (15) to provide for the conversion rights of Holders of Subordinated Debt Securities in accordance with the terms certain events such as an amalgamation, consolidation, merger or sale of all or substantially all of the applicable series assets of Securitiesthe Issuer; or (1016) to supplement any of reduce the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge conversion price, if applicable, of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respectSubordinated Debt Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of SecuritiesSecurities or coupons, the Company, when authorized by or pursuant to 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, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained;; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;; or (4) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to change or eliminate any of the provisions of this Indenture; , provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that which is entitled to the benefit of such provision;; or (56) to secure the Securities;; or (67) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 201 and 3.01, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company);301; or (7) 8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;; or (8) 9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that such action provisions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; (9) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities; or (10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.01401, 14.02 1402 and 14.031403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect.

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