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

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into 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; 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 with respect to all or any series of Securities; 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereof.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: : (1) to secure the Securities pursuant to the requirements of Section 1006 or otherwise; or (2) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or or (23) to add to the covenants of the Company or the Events of Default for the benefit of the Holders of all or any series of Securities (and if such covenants or Events of Default are to be for the benefit of less than all series of Securities, stating that such covenants or Events of Default, as the case may be, 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 with respect to all or any series of Securities; or (4) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance in respect 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities Securities; provided, however, that any such addition, change or to one or more Securities within elimination shall become effective only when there is no Security Outstanding of any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or or (6) to secure the Securities; or (75) to establish the form or terms of Securities securities of any series as permitted by Sections 2.1 201 and 3.1301; or or (8) 6) 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 provisions of law or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (6) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; 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 6.11611; or or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations8) to modify, eliminate or add to permit payment in the United States provisions of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, such extent as supplemented as of the time of sale, under which such Securities were sold; or (12) shall be necessary to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with effect the qualification of this Indenture under the Trust Indenture Act of 1939 or under any amendment thereofsimilar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act. Section 902.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 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; 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 with respect to all or any series of Securities; 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 (includingin bearer form, without limitation, to provide that Bearer Securities may be registrable or not registrable as to principal only) principal, and with or without interest coupons, or to facilitate the issuance of Securities in global form; or (5) to amend add to, change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment addition, change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.13.2; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.10; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulationsto correct or supplement any provision herein which may be inconsistent with any other provision herein, to permit payment in the United States of principal, premium, if any, cure any ambiguity or interest, if any, on Bearer Securities correct any mistake or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of the Holders of Securities of any Holder; or (13) to make series in any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofmaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the The Company, when authorized by or pursuant to a resolutions of the 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, in form reasonably satisfactory to the Trustee, hereto for any one or more of the following purposes: (1a) to make provisions with respect to the conversion rights of the Holders of Notes pursuant to the requirements of Section 15.6 or the repurchase obligations of the Company pursuant to the requirements of Section 16.5; (b) subject to Article IV, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property or assets; (c) 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; orpursuant to Article XII; (2d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the Holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any series of Securities the several remedies provided in this Indenture as herein set forth provided, however, that in respect of any such additional covenant, restriction or conditions such supplemental indenture may provide for a particular period of grace after default (and if which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such covenants are default or may limit the remedies available to be the Trustee upon such default; (e) to provide 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 with respect to all or any series of Securities; or (4) to add to or change any of the provisions of issuance under this Indenture to such extent as shall be necessary to facilitate the issuance of Bearer Securities Notes in coupon form (including, without limitation, to provide that Bearer Securities may be including Notes registrable as to principal only) and to provide for exchangeability of such Notes with the Notes issued hereunder in fully registered form and to make all appropriate changes for such purpose; (f) to cure any ambiguity or to facilitate the issuance of Securities in global form; or (5) to amend correct or supplement any provision contained herein or in any supplemental indenture (which amendment may be defective or supplement may apply to one inconsistent with any other provisions contained herein or more series of Securities in any supplemental indenture, or to one make such other provisions in regard to matters or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does questions arising under this Indenture which shall not apply to any Outstanding Security issued prior to materially adversely affect the date interests of such supplemental indenture and entitled to the benefits of such provision; orHolders; (6g) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one Notes; or (h) to modify, eliminate or more series and to add to or change any of the provisions of this Indenture to such extent as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with effect the qualification of this Indenture under the Trust Indenture Act Act, or under any similar federal statue hereafter enacted. The Trustee is hereby authorized to join with the Company in the execution of 1939 any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.1 may be executed by the Company and the Trustee without the consent of the Holders of any amendment thereofof the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, 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 the Company Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or; (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (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 with respect to all or any series of Securities; 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) permit or to facilitate the issuance of Securities in global uncertificated form; or; (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (74) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.1; or3.01; (8) 5) 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; or6.10(b); (6) 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 and which shall not adversely affect the interest of the Holders of Securities of any series in any material respect; (7) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; (8) 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); (9) [intentionally omitted]; orto modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to conform the obligations of the Company and the Trustee under this Indenture to the obligations imposed on such Persons hereunder pursuant to the Trust Indenture Act or under any similar federal statute hereafter enacted and rules or regulations of the Commission thereunder; (10) if allowed without penalty under applicable laws and regulations, to permit payment in make provisions with respect to the United States conversion rights of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if anyHolders of Convertible Securities; or (11) to cure add to, change or reform eliminate any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform of the provisions of this Indenture in respect to one or the Securities more series of a series Securities; provided, however, that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series issued prior to the execution of such supplemental indenture and entitled to the benefit of such provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or nor (12B) to make any other change that does not adversely affect modify the rights of the Holder of any Holder; or such pre-existing series of any Security with respect to the application of such provision to such pre-existing series of a Security or (13ii) to make any change to comply with the Trust Indenture Act shall become effective only when there is no such pre-existing series of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofa Security outstanding.

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 Company, when authorized by form or pursuant forms of Securities of any series; (b) provide for uncertificated Securities of any series in addition to a Board Resolution, and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto, or 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; orapplicable provisions of the Indenture; (2d) to add to the covenants or Events of the Company Default for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; orIssuer under the Indenture; (3e) to evidence and provide for the acceptance of appointment by a successor Trustee; (f) cure ambiguities, defects or inconsistencies; (g) secure the Securities of any series; (h) provide for or add any additional Events of Default guarantors with respect to all the Securities of any series; (i) comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (j) increase the applicable conversion rate in the case of convertible Securities, provided such increase is in accordance with the terms of the Indenture or will not adversely affect the interests of Holders of such Securities; (k) 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; or; (4l) to add to or change supplement any provision of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance discharge 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 formSecurities; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment change or supplement modification does not apply to any Outstanding Security issued prior to adversely affect the date interests of such supplemental indenture and entitled to the benefits Holders of such provision; or (6) to secure the Securities; or (7m) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does would not reasonably be expected to adversely affect the rights of any Holder; or (13) 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 change further appropriate agreements and stipulations which may be therein contained and to comply with accept the Trust 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 Act or otherwise. Any amendment or supplemental indenture authorized by the provisions of 1939 or this section may be executed without notice to and without the consent of the Holders of any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with at the qualification time Outstanding, notwithstanding any of this Indenture under the Trust Indenture Act provisions of 1939 or any amendment thereofSection 7.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, The -------------------------------------------------- Company 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, in form reasonably satisfactory hereto (which shall conform to the Trustee, provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for any one or more of the following purposes: (1a) to evidence the succession of another Person corporation to the Company or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company set forth herein and in the Securities; orSecurities and any Coupons; (2b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as their respective Boards of Directors and the Trustee shall consider to be for the benefit protection 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 covenants, restrictions, conditions or provisions 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) Company and to add make the occurrence, or the occurrence and continuance, of a default in any of such additional Events covenants, restrictions, conditions or provisions a default or an Event of Default with respect to permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, provided, however, that in respect of any such additional covenant, restriction, 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 or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of that series of Securities; orto waive such default; (4c) 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 (includingin bearer form, without limitation, to provide that Bearer Securities may be registrable or not registrable as to principal, and with or without interest coupons; to change or eliminate any restrictions on the payment of principal onlyof 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; provided that any such addition or change shall not materially adversely affect the interests of the Holders of Securities of any series or any related Coupons in any material respect; (d) to cure any ambiguity or to facilitate the issuance of Securities in global form; or (5) to amend correct or supplement any provision contained herein or in any supplemental indenture (which amendment may be defective or supplement may apply to one inconsistent with any other provisions contained herein or more series of Securities in any supplemental indenture, or to one convey, transfer, assign, mortgage or more pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture, provided, that no such action shall adversely affect the interests of the Holders of the Securities within of any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; ormaterial respect; (6) to secure the Securities; or (7e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or2.2; (8) f) 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; or7.11; (9g) [intentionally omitted]to change or eliminate any of the provisions of this Indenture; orprovided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is materially adversely affected by such change in or elimination of such provision; (10h) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, premium or interest, if any, interest on Bearer Securities or couponsCoupons, if any; (i) to provide for the issuance of uncertificated Securities of one or more series in addition to or in place of certificated securities; or (11j) make any other change to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the form or terms of Securities of any series which does not have a series to any provision materially adverse effect on the interests of the description thereof set forth Holders of the Securities of any series. The Trustee is hereby authorized to join with the Company in the final prospectusexecution of any such supplemental indenture, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect further appropriate agreements and stipulations which may be therein contained and to accept the rights conveyance, transfer, assignment, mortgage or pledge of any Holder; or (13) property thereunder, but the Trustee shall not be obligated to make enter into any change to comply with such supplemental indenture which affects the Trust Trustee's own rights, duties or immunities under this Indenture Act or otherwise. Any supplemental indenture authorized by the provisions of 1939 or this Section 10.1 may be executed by the Company and the Trustee without the consent of the Holders of any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with of each series affected by such supplemental indenture at the qualification time Outstanding, notwithstanding any of this Indenture under the Trust Indenture Act provisions of 1939 or any amendment thereofSection 10.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company, when authorized by or pursuant to a Board Resolution, Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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; or (2) to add to the covenants covenants, agreements and obligations of the Company for the benefit of the Holders of all of the Securities or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securitiesthereof, 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 with respect to all or any series of Securities; 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 onlyPrincipal, to change or eliminate any restrictions (including restrictions relating to payment in the United States) 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 facilitate permit the issuance of Securities in global uncertificated form; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (74) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 and 3.12.3(a), respectively; or (8) 5) 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 6.117.8; or (6) to cure any ambiguity, defect or inconsistency; or (7) to add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), PROVIDED that any such addition, change or elimination shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision; or (8) to secure the Securities; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofSecurityholder.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or Coupons, the Company, Company (when authorized by or pursuant to a Board Resolution), the Guarantor (when authorized by or pursuant to a Guarantor’s Board Resolution) and the Trustee, at any time and from time to time, may 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 covenants, agreements and obligations of the Company or the Guarantor, as the case may be, contained herein and in the Securities, in each case in compliance with the Indenture; or (2) to add to the covenants of the Company or the Guarantor, as the case may be, for the benefit of the Holders of all or any series of Securities (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 CompanyCompany or the Guarantor, as the case may be; or (3) to add any additional Events of Default with respect to all or any series of Securities; 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, to change or eliminate any restrictions on the payment of principal only) of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (74) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or (8) 5) 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 6.116.9; or (6) to cure any ambiguity or 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 adversely affect the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material respect; or (7) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or (8) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or (9) [intentionally omitted]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 4, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in secure the United States of principal, premium, if any, Securities pursuant to Section 10.5 or interest, if any, on Bearer Securities or coupons, if anyotherwise; or (11) to cure make provisions with respect to conversion or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the exchange rights of Holders of Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were soldseries; or (12) to make amend or supplement any other change provision contained herein or in any supplemental indenture, provided that does not no such amendment or supplement shall materially adversely affect the rights interests of the Holders of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofthen Outstanding.

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, Holders of 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 indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposesamend or supplement 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 SecuritiesDebentures; 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; provided, however, that in respect of any such additional covenant, or restriction or condition on the Company, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; or (3c) to add any additional Events of Default with respect to all or any series of SecuritiesDebentures (as shall be specified in such supplemental indenture); or (4d) to add to change or change eliminate any of the provisions of this Indenture to Indenture, provided, that any such extent as change or elimination shall be necessary to facilitate the issuance become effective only when there is no Debenture outstanding 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7e) to establish the form or terms of Securities Debentures of any series as permitted by Sections 2.1 and 3.1Section 2.01 or, in lieu of any such supplemental indenture, the Company may provide the Trustee with an Officers' Certificate with respect to the form or terms of such Debentures; or (8) f) 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, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11g) to (i) cure or reform any ambiguity, defect, omission, mistake, manifest error (ii) to correct or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth herein or in the final prospectusany supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12iii) to make any other change that does provisions with respect to matters or questions arising under this Indenture, which shall not adversely affect the rights interests of the Holders of Debentures of any Holderseries then outstanding in any material respect; or (13h) to make any change 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 the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the maintain qualification of this Indenture under the Trust TIA; or (j) to supplement any of the provisions of this Indenture Act to such extent as shall be necessary to permit or facilitate the defeasance and discharge of 1939 any series of Debentures provided that any such action shall not adversely affect the interests of any Holder of a Debenture of such series or any amendment thereofother Debenture in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 indentures supplemental heretoone or more Supplemental Indentures, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession (or successive successors) of another Person to the Company Issuer and the assumption by any such successor of the covenants of the Company Issuer contained herein and in the SecuritiesNotes; or (2b) to add to the covenants of the Company Issuer for the benefit of the Holders of all or any series Series of Securities Notes (and if such covenants are to be for the benefit of less than all series Series of SecuritiesNotes, 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 CompanyIssuer; or (3c) to add any additional Events of Default with respect (and if such Events of Default are to be for the benefit of less than all or any series Series of SecuritiesNotes, stating that such Events of Default are being included solely for the benefit of such Series); or (4d) to add to to, change or change eliminate 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply with respect to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), Series; provided that any such amendment addition or supplement does not apply to change or elimination shall become effective only when there is no Note Outstanding of any Outstanding Security issued Series created prior to the date execution of such supplemental indenture and Supplemental Indenture which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7e) to establish the form or terms of Securities Notes of any series Series as permitted by Sections 2.1 and 3.1; or (8) f) 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 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 6.116.9(2); or (9g) [intentionally omitted]to close this Indenture with respect to the issuance, authentication and delivery of additional Series of Notes, 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; or (10h) if allowed without penalty under applicable laws to add to the conditions, limitations and regulationsrestrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Notes, as herein set forth, other conditions, limitations and restrictions thereafter to permit payment be observed, provided that any such action shall not adversely affect the interests of Holders of Notes of such Series or any other Series of Notes in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if anyany material respect; or (11i) to cure or reform supplement any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the Securities defeasance and discharge of a series any Series of Notes pursuant to Sections 4.1, 13.2 and 13.3; provided that any provision such action shall not adversely affect the interests of the description thereof set forth Holders of Notes of such Series or any other Series of Notes in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were soldany material respect; or (12j) to make any other change that changes in the provisions of this Indenture which the Issuer deems necessary or desirable provided such amendment does not adversely affect the rights interests of the Holders of Notes of any HolderSeries in any material respect; or (13k) to make add any Security Interests or guarantors in respect of all or any Notes; or (l) to add to or change or eliminate the provisions of this Indenture as shall be necessary to comply with the Trust Indenture Act Legislation, provided that any such action shall not adversely affect the interests of 1939 Holders of Notes of such Series or any amendment thereof, or other Series of Notes in any requirement of material respect; or (m) to amend the Securities Indenture to add a New Issuer as an Issuer hereunder and Exchange Commission in connection with make such other changes to the qualification of this Indenture under as are necessary to effect the Trust Indenture Act of 1939 or any amendment thereofsame.

Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any HoldersNotes, the Company, when authorized by or pursuant to a Board Resolution, Obligor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person Entity to the Company Obligor or successive successions, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in the SecuritiesObligor pursuant to Article VII; or (2) to add to the covenants of the Company Obligor such further covenants, restrictions or conditions for the benefit protection of the Holders of all or any series of Securities (the Notes as the Obligor and if such covenants are the Trustee shall consider to be for the benefit protection of less than all series the Holders 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 the CompanyObligor; or (3) to add evidence the surrender of any additional Events right or power of Default with respect to all or any series of Securities; orthe Obligor; (4) to add to cure any defect 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 limitationambiguity, to provide that Bearer Securities correct or supplement any provision herein which may be registrable as to principal only) inconsistent with any other provision herein or in any supplemental indenture, or to facilitate the issuance of Securities in global formmake any other provisions with respect to matters or questions arising under this Indenture; or (5) to amend add to this Indenture such provisions as may be expressly permitted by the TIA as in effect at the date as of which this instrument is executed or supplement any corresponding provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provisionsimilar federal statute hereafter enacted; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee with respect to the Securities of one or more series and hereunder; (7) to add to or change any the rights of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration Holders of the trusts hereunder by more than one Trustee, pursuant Notes; (8) to add any additional Events of Default in respect of the requirements of Section 6.11Notes; or (9) [intentionally omitted]; or (10) if allowed without penalty to provide for the issuance of the Private Exchange Notes, which will have terms substantially identical to the Initial Notes except for the requirement of a Private Placement Legend and related transfer restrictions under applicable laws the Securities Act and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or and as to the Securities applicability of a series to additional interest payable as provided in Section 2.11, and which will be treated, together with any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering documentOutstanding Notes, as supplemented as a single class of securities. No supplemental indenture for the time of salepurposes identified in clause (2), under which such Securities were sold; or (123), (4) (7) or (8) above may be entered into if to make any other change that does not do so would adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement interest of the Securities and Exchange Commission in connection with the qualification Holders of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofNotes.

Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any HoldersNotes, the CompanyObligor, 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 heretohereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person Entity to the Company Obligor or the Guarantor, or successive successions, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in Obligor or the SecuritiesGuarantor pursuant to Article VII; or (2) to add to the covenants of the Company Obligor or the Guarantor such further covenants, restrictions or conditions for the benefit protection of the Holders of all or any series the Notes as the Obligor, the Guarantor and the Trustee shall consider to be for the protection of Securities the Holders of the Notes (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 Company); or (3) to add evidence the surrender of any additional Events right or power of Default with respect to all the Obligor or any series of Securitiesthe Guarantor; or (4) to add to cure any defect 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 limitationambiguity, to provide that Bearer Securities correct or supplement any provision herein which may be registrable as to principal only) inconsistent with any other provision herein or in any supplemental indenture, or to facilitate the issuance of Securities in global formmake any other provisions with respect to matters or questions arising under this Indenture; or (5) to amend add to this Indenture such provisions as may be expressly permitted by the TIA as in effect at the date as of which this instrument is executed or supplement any corresponding provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provisionsimilar federal statute hereafter enacted; or (6) to secure comply with any requirements of the SecuritiesCommission in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities 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, pursuant to the requirements of Section 6.115.11; or (8) to add to the rights of the Holders of the Notes; or (9) [intentionally omitted]to provide for the issuance of and establish the form or forms and terms and conditions of Notes of any series as permitted by this Indenture; or (10) to add any additional Events of Default for the benefit of the Holders of all or any series of Notes (and if allowed without penalty under applicable laws and regulationssuch additional Events of Default are to be for the benefit of less than all series of Notes, to permit payment in stating that such additional Events of Default are expressly being included solely for the United States benefit of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if anysuch series); or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture to the section entitled “Description of Debt Securities” in the prospectus of the Obligor dated March 24, 2006 filed with the Commission or the Securities section entitled “Description of a series to any provision Guarantees of Debt Securities” in the prospectus of the description thereof set forth Guarantor dated October 15, 2008 filed with the Commission, or the section entitled “Description of the Notes and the Guarantee” in the final prospectusprospectus supplement to such prospectuses dated October 21, offering memorandum 2008 filed with the Commission, or other offering documentany corresponding section of such prospectuses or prospectus supplements pursuant to which any additional series of Notes is issued under this Indenture, except as supplemented as of restricted under the time of saleTIA. No supplemental indenture for the purposes identified in clause (2), under which such Securities were sold; or (123), (4), (8) or (10) above may be entered into if to make any other change that does not do so would adversely affect the rights interest of the Holders of Notes. Any such supplemental indenture authorized by the provisions of this Section 8.01 may be executed without the consent of the Holders of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with Notes at the qualification time outstanding, notwithstanding any of this Indenture under the Trust Indenture Act provisions of 1939 or any amendment thereofSection 8.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company, Company (when authorized by or pursuant to a Board Resolution, ) and the Trustee, at any time and from time to time, may 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 contained herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (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; or (3) to add any additional Events of Default with respect to all or any series of Securities; 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections Section 2.1 and Section 3.1; or (8) 4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.10; or (5) to cure any ambiguity or 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 adversely affect the interests of the Holders of Securities of any series then Outstanding in any material respect; or (6) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or (7) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Four, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series or any other Security in any material respect; or (9) [intentionally omitted]to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (10) if allowed without penalty under applicable laws and regulationsto amend or supplement any provision contained herein or in any supplemental indenture, to permit payment in provided that no such amendment or supplement shall materially adversely affect the United States interests of principal, premium, if any, or interest, if any, on Bearer the Holders of any Securities or coupons, if anythen Outstanding; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or qualify the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofAct.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 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; 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 with respect to all or any series of Securities; 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 amend add to, change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment addition, change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or; (6) to secure the Securities; or; (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or; (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or6.10; (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including any of the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; (10) to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, to cure any ambiguity or correct any mistake or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofAct.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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; 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 SecuritiesHolders, 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 provide for a successor Trustee with respect to the Securities; or (iv) to cure any ambiguity or defect, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that such action pursuant to this clause (iv) shall not adversely affect the interests of the Holders in any material respect; or (v) to add any additional Events of Default for the benefit of the Holders; or (vi) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (vii) to increase the Conversion Rate of the Securities; provided, however, that such increase shall be in accordance with respect to all the terms of this Indenture or any series shall not adversely affect the interests of the Holders of the Securities; or (4viii) to add to or change supplement any of the provisions provision of this Indenture to such extent as shall be necessary to permit or facilitate the issuance discharge 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 formSecurities; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment change or supplement modification does not apply to any Outstanding Security issued prior to adversely affect the date interests of such supplemental indenture and entitled to the benefits Holders of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12ix) to make any other change or modification necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided that such change or modification does not adversely affect the rights interests of any Holderthe Holders of Securities; or (13x) to make add or modify any change other provision herein with respect to comply with matters or questions arising hereunder which the Trust Indenture Act of 1939 Company and the Trustee may deem necessary or any amendment thereof, or any requirement desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofmaterial respect.

Supplemental Indentures Without Consent of Holders. Without the written consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, Trustee (at the direction of the Company) at any time and from time to time, may enter into one or more indentures supplemental heretohereto to undertake clarifications and certain other changes that would not adversely affect Holders in any material respect, in form reasonably satisfactory to the Trustee, for any of the following purposesincluding changes: (1a) to evidence the succession of another Person to the Company Company, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in the Securities; or; (2b) to add to the covenants of the Company such new covenants, restrictions, conditions or provisions for the benefit protection of the Holders of all or any series of Securities Securities; (c) to make the occurrence, or the occurrence and if such covenants are to be for the benefit continuance, of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit a default in any of such seriesadditional covenants, restrictions, conditions or provisions pursuant to Section 9.1(2) or to surrender any right or power herein conferred upon the Company; oran Event of Default; (3d) to add any additional Events of Default with respect to all modify, eliminate or any series of Securities; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate effect the issuance qualification of Bearer Securities the indenture under the Trust Indenture Act, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act; (including, without limitatione) to cure any ambiguity, 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 amend correct or supplement any provision contained herein or in any supplemental indenture (which amendment may be defective or supplement may apply to one inconsistent with any other provisions herein or more series of Securities in any supplemental indenture or to one conform the terms of the Indenture or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior the Notes to the date of such supplemental indenture and entitled to terms thereof as previously disclosed by the benefits of such provision; orCompany; (6f) to secure the Securities; or; (7g) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); (h) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1, including any subordination provisions; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12i) to make any other change that does provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of the Holders of Securities of any Holder; or (13) to make series in any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofmaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 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 SecuritiesNotes in accordance with Section 7.1; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities Notes (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; provided that such covenants may not adversely affect Holders of the other series of Notes) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default with respect to all or any series of SecuritiesNotes; or (4) to add to or change any of the provisions of this Indenture solely 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 Notes in global form; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the SecuritiesNotes or Note Guarantees; or (7) to establish comply with the form requirements of the Commission in order to effect or terms maintain qualification of Securities of any series as permitted by Sections 2.1 and 3.1this Indenture under the TIA; or (8) 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, pursuant to the requirements of Section 6.10 and Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error correct any mistake or inconsistency correct or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth in the final prospectus, offering memorandum herein which may be defective or inconsistent with any other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) provision herein or to make any other change that does provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such other provisions shall not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement interests of the Securities and Exchange Commission in connection with the qualification Holders of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofNotes.

Supplemental Indentures Without Consent of Holders. Without (a) The Company, the Security Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Securities of any series without the consent of any Holders, 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 indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposesHolder: (1i) to evidence the succession cure any ambiguity, defect or inconsistency; (ii) to comply with Article IV in respect of another Person to the Company and the assumption by any such successor a Successor Company of the covenants obligations of the Company herein under the Securities of any or all series and this Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities, provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code; (iv) to add guarantees with respect to the Securities or to secure the Securities; or; (2v) 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 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; orCompany in the Indenture; (3vi) to add any additional Events of Default with respect to all or any series of the Securities; or; (4vii) to add to or change comply with any requirements of the provisions SEC in connection with effecting or maintaining the qualification of this Indenture to such extent as shall be necessary to facilitate under 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; orTrust Indenture Act; (5viii) to amend make any change that would provide any additional rights or supplement benefits to the Holders of all or any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within that does not, in the opinion of the Trustee, adversely affect the rights of any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date Holder of such supplemental indenture and entitled to the benefits of such provision; orSecurities in any material respect; (6ix) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series trustee and to add to or change any of the provisions of this the 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; ortrustee; (9x) [intentionally omitted]; orto establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11xi) to cure or reform make any ambiguitychange necessary to make the Indenture, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a any series or the Security Guarantee relating to any series of Securities, as applicable, consistent with the description of the Securities in the prospectus or any related prospectus supplement relating to such Securities; (xii) to correct or supplement any provision of the description thereof set forth in the final prospectus, offering memorandum or Indenture that may be inconsistent with any other offering document, as supplemented as provision of the time of sale, under which such Securities were sold; or (12) Indenture or to make any other change that does provisions with respect to matters or questions arising under this Indenture; provided, such actions shall not adversely affect the rights interests of any Holder; or (13xiii) to make 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 comply with the Trust Indenture Act execution of 1939 such supplemental indenture which is entitled to the benefit of any such provision. (b) After an amendment or any amendment thereofsupplement under this Section 10.01 becomes effective, the Company shall mail to Holders of the affected Securities a notice briefly describing such amendment. The failure to give such notice to all Holders, or any requirement defect therein, shall not impair or affect the validity of the Securities and Exchange Commission in connection with the qualification of an amendment under this Indenture under the Trust Indenture Act of 1939 or any amendment thereofSection 10.01.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, The Issuer and the TrusteeTrustee may, at any time and from time to time, may without notice to or consent of any Holders of Notes, (i) enter into one or more indentures supplemental heretohereto and/or (ii) amend, supplement or otherwise modify any other Note Document, in form reasonably satisfactory to the Trustee, for any of the following purposeseach case: (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 herein and in the SecuritiesIssuer contained herein; or (2) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders of all or any series the Notes as the Board of Securities (Directors and if such covenants are the Trustee shall consider to be for the benefit protection of less than all series the Holders of SecuritiesNotes, stating that such covenants are expressly being included solely for and to make the benefit occurrence, or the occurrence and continuance, of a default in any of such seriesadditional covenants, restrictions, conditions or provisions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, 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 or may limit the remedies available to surrender any the Trustee upon such default or may limit the right or power herein conferred upon of the CompanyHolders of a majority in aggregate principal amount of the Notes to waive such default; or (3) to add cure any additional Events of Default with respect to all or any series of Securities; 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) ambiguity or to facilitate the issuance of Securities in global form; or (5) to amend correct or supplement any provision contained herein or in any supplemental indenture (which amendment may be defective or supplement may apply to one inconsistent with any other provision contained herein or more series of Securities in any supplemental indenture, or to one make such other provisions in regard to matters or more Securities within any series questions arising under this Indenture as specified in such supplemental indenture), provided that such amendment or supplement does shall not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee be inconsistent with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as and shall not materially and adversely affect the interests of the Holders of the Notes. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under Article IX or action taken in compliance with the covenants in effect at the time of such action, shall be necessary deemed to provide for impair or facilitate the administration affect any rights of the trusts hereunder by more than one Trustee, pursuant any Holder to the requirements receive payment of Section 6.11; or principal of (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, or premium, if any), or interestinterest on, if anythe Notes, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or institute suit for the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights enforcement of any payment on or with respect to such Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereof’s Notes.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 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; 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 with respect to all or any series of Securities; 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 amend add to, change or supplement eliminate any provision contained herein of the provisions of this Indenture; provided, however, that any such addition, change or in any supplemental indenture (which amendment or supplement may apply to one or more series elimination shall become effective only when there is no Security Outstanding of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or; (9) [intentionally omitted]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, however, such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or to cure any ambiguity or correct any mistake; or (10) if allowed without penalty under applicable laws and regulationsto modify, eliminate or add to permit payment in the United States provisions of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, such extent as supplemented as of the time of sale, under which such Securities were sold; or (12) shall be necessary to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with effect the qualification of this Indenture under the Trust Indenture Act of 1939 or under any amendment thereofsimilar Federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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, and the assumption by any such successor of the covenants of the Company herein and in the Securities; orSecurities contained; (2b) to provide for the issuance under this Indenture of Securities in bearer form (including securities registrable as to principal only) and to provide for exchangeability of such Securities for Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose; (c) to add to the covenants of the Company for the benefit of the Holders of all or any one or more specified series of Securities (and if such covenants are to be for the benefit of less fewer than all series of SecuritiesSecurities or fewer than all Securities of a series, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or; (3) to add any additional Events of Default with respect to all or any series of Securities; 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6d) to secure the Securities; or; (7e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.1; or3.01; (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 such action shall not adversely affect the interest of the Holders of Securities of any series; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); (h) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; (i) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); (j) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article IV, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series or any other Outstanding Security in any material respect; (k) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11l) to cure amend or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth contained herein or in the final prospectusany supplemental indenture, offering memorandum provided that no such amendment or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not supplement shall materially adversely affect the rights interests of the Holders of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofthen Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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; 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; orCompany or any Guarantor hereunder, under any indenture supplemental hereto or under any series of Securities; (2) to evidence the succession of another Person to the Company or any Guarantor, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company or such Guarantor pursuant to Article VIII; (3) to add any additional Events of Default with respect to 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; or, stating that such additional Events of Default are expressly being included solely for the benefit of such series); (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; ornew Guarantors; (5) to amend or supplement provide for the release of any provision contained herein or Guarantor in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; oraccordance with this Indenture; (6) to secure the Securities; or; (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (8) to provide for the issuance of additional Securities of any series; (9) [intentionally omitted]; orto establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; (10) if allowed without penalty under to comply with the rules of any applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; orDepositary; (11) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in uncertificated form; (12) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security described in clause (i) Outstanding; (13) to cure or reform any ambiguity, defect, omission, mistake, manifest error to correct or inconsistency or to conform supplement any provision of this Indenture or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture; (14) to change any other provision contained in the Securities of a any series or under this Indenture; provided that such action pursuant to this clause (14) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; and (15) to conform the text of this Indenture, the Securities or any supplemental indenture to any provision of the description thereof set forth in “Description of the final prospectusNotes” or similarly captioned section of any offering memorandum, offering memorandum circular, prospectus supplement or other similar offering document, as supplemented as document relating to Securities of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofseries.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 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; 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 with respect to all or any series of Securities; 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 (includingin bearer form, without limitation, to provide that Bearer Securities may be registrable or not registrable as to principal only) principal, and with or without interest coupons, or to facilitate the issuance of Securities in global form; or (5) to amend add to, change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment addition, change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.13.2; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.10; or (9) [intentionally omitted]to make provision with respect to the conversion rights of Holders pursuant to the requirements of Section 12.11; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, correct or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth in the final prospectus, offering memorandum herein which may be inconsistent with any other provision herein or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of the Holders of Securities of any Holder; or (13) to make series in any change to comply with the Trust Indenture Act of 1939 or any amendment thereofmaterial respect, or to cure any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 ambiguity or correct any amendment thereofmistake.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any Holders, 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; 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 with respect to all or any series of Securities; 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) permit or to facilitate the issuance of Securities in global bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (5) to amend change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; or (8) 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 6.117.11(b); or (8) to cure any ambiguity, defect or inconsistency or to correct or supplement any provision herein which may be inconsistent with any other provision herein; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not materially adversely affect the rights interests of the Holders of Securities of any Holder; or series. Upon request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in (13and subject to the last sentence of) to make any change to comply Section 10.03, the Trustee shall join with the Trust Indenture Act Company in the execution of 1939 any supplemental indenture authorized or any amendment thereof, or any requirement of permitted by the Securities and Exchange Commission in connection with the qualification terms of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofIndenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities 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 Company, and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities 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 with respect to all or any series of Securities; 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, to change or eliminate any restrictions on the payment of principal only(or premium, if any) on Registered Securities or of principal (or premium, if any) or any interest on Bearer Securities, to facilitate permit Registered Securities to be exchanged for Bearer Securities or to permit the issuance of Securities in global uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (74) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or (8) 5) 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 the 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 6.11611(b); or (96) [intentionally omitted]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 which shall not adversely affect the interest of the Holders of Securities of any series or any related coupons in any material respect; or (107) if allowed without penalty to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or (8) to add to or change any of the provisions of this Indenture as shall be necessary or desirable to establish that Bearer Securities are issued under applicable laws and regulations, arrangements reasonably designed to permit payment ensure that they are sold or resold in the connection with their original issuance only to a person who is not a United States Person or who is a United States Person that is a financial institution purchasing for its own account or for the account of principala customer and that agrees to comply with the requirements of section 165(j)(3)(A), premium, if any(B), or interest(C) of the Code and the regulations thereunder or any successor provisions thereto (including without limitation the procedures and other requirements necessary to satisfy the conditions set forth in section 163(f)(2)(B) of the Code), if any, and any other requirements that must be complied with in order to avoid the disallowance of an interest deduction by the Company with respect to interest paid on Bearer Securities or couponsCoupons, if any; or (11) the imposition of an excise tax on the Company with respect to cure the Bearer Securities or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture Coupons or the disallowance from exemption from withholding tax on interest paid on the Bearer Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofCoupons.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any Holders, 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; 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 with respect to all or any series of Securities; 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) permit or to facilitate the issuance of Securities in global bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (5) to amend change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or (9) [intentionally omitted]to cure any ambiguity, defect or inconsistency or to correct or supplement any provision herein which may be inconsistent with any other provision herein; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in make any change that does not materially adversely affect the United States interests of principal, premium, if any, or interest, if any, on Bearer the Holders of Securities or coupons, if anyof any series; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series add guarantees with respect to any provision or all of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were soldSecurities; or (12) to make any other change provide for uncertificated Securities in addition to or in place of certificated Securities (provided that does not adversely affect the rights uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Code). Upon request of the Company, accompanied by a Board Resolution authorizing the execution of any Holder; or such supplemental indenture, and upon receipt by the Trustee of the documents described in (13and subject to the last sentence of) to make any change to comply Section 9.03, the Trustee shall join with the Trust Indenture Act Company in the execution of 1939 any supplemental indenture authorized or any amendment thereof, or any requirement of permitted by the Securities and Exchange Commission in connection with the qualification terms of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofIndenture.

Supplemental Indentures Without Consent of Holders. Without (a) The Company, the Security Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Securities of any series without the consent of any Holders, 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 indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposesHolder: (1i) to evidence the succession cure any ambiguity, defect or inconsistency; (ii) to comply with Article IV hereof or in any provision in any supplemental indenture in respect of another Person to the Company and the assumption by any such a Successor Company or successor Security Guarantor of the covenants obligations of the Company herein or a Security Guarantor under the Securities of any or all series and this Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities, provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code; (iv) to add guarantees with respect to the Securities or to secure the Securities; or; (2v) 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 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; orCompany in the Indenture; (3vi) to add any additional Events of Default with respect to all or any series of the Securities; or; (4vii) to add to or change comply with any requirements of the provisions SEC in connection with effecting or maintaining the qualification of this Indenture to such extent as shall be necessary to facilitate under 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; orTrust Indenture Act; (5viii) to amend make any change that would provide any additional rights or supplement benefits to the Holders of all or any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within that does not, in the opinion of the Trustee, adversely affect the rights of any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date Holder of such supplemental indenture and entitled to the benefits of such provision; orSecurities in any material respect; (6ix) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series trustee and to add to or change any of the provisions of this the 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; ortrustee; (9x) [intentionally omitted]; orto establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11xi) to cure or reform make any ambiguitychange necessary to make the Indenture, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a any series or the Security Guarantee relating to any series of Securities, as applicable, consistent with the description of the Securities in the prospectus or any related prospectus supplement relating to such Securities; (xii) to correct or supplement any provision of the description thereof set forth in the final prospectus, offering memorandum or Indenture that may be inconsistent with any other offering document, as supplemented as provision of the time of sale, under which such Securities were sold; or (12) Indenture or to make any other change that does provisions with respect to matters or questions arising under this Indenture; provided, such actions shall not adversely affect the rights interests of any Holder; or (13xiii) to make 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 comply with the Trust Indenture Act execution of 1939 such supplemental indenture which is entitled to the benefit of any such provision. (b) After an amendment or any amendment thereofsupplement under this Section 10.01 becomes effective, the Company shall mail to Holders of the affected Securities a notice briefly describing such amendment. The failure to give such notice to all Holders, or any requirement defect therein, shall not impair or affect the validity of the Securities and Exchange Commission in connection with the qualification of an amendment under this Indenture under the Trust Indenture Act of 1939 or any amendment thereofSection 10.01.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company, 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 corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (2) to add to the covenants covenants, agreements and obligations of the Company for the benefit of the Holders of all of the Securities or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securitiesthereof, 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 with respect to all or any series of Securities; 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 onlyPrincipal, to change or eliminate any restrictions (including restrictions relating to payment in the United States) 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 facilitate permit the issuance of Securities in global uncertificated form; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (74) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 and 3.12.3(a), respectively; or (8) 5) 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 6.117.8; or (6) to cure any ambiguity, defect or inconsistency; or (7) to add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), PROVIDED that any such addition, change or elimination shall neither (a) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (b) modify the rights of the Holder of any such Security with respect to such provision; or (8) to remove the Guarantor and references to the Guaranty (as hereafter defined) upon the occurrence of the events specified in Section 12.3 of this Indenture; (9) [intentionally omitted]to secure the Securities; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofSecurityholder.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or Coupons, the Company, Company (when authorized by or pursuant to a Board Resolution, ) and the Trustee, at any time and from time to time, may 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 contained herein and in the Securities; or; (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (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; or; (3) to add any additional Events of Default with respect to all or any series of Securities; 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, or to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal only) of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global uncertificated form; or, provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (74) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or; (8) 5) 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; or6.9; (6) to cure any ambiguity or 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 60 69 not adversely affect the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material respect; (7) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; (8) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); (9) [intentionally omitted]; orto 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 4, provided that any such action shall not adversely affect the interests of any Holder of Outstanding Securities of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; (10) if allowed without penalty under applicable laws and regulations, to permit payment in secure the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; orSecurities; (11) to cure make provisions with respect to conversion or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the exchange rights of Holders of Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; orseries; (12) to make amend or supplement any other change provision contained herein or in any supplemental indenture, provided that does not no such amendment or supplement shall materially adversely affect the rights interests of the Holders of any HolderSecurities then Outstanding; or (13) to make amend or supplement any change provision contained herein, provided that such amendment or supplement does not apply to comply with any Outstanding Securities issued prior to the Trust Indenture Act date of 1939 such amendment or any amendment thereof, or any requirement supplement and entitled to the benefits of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofsuch provision.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any HoldersHolders of a series 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 corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (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 with respect to all or any series of Securities; 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) permit or to facilitate the issuance of Securities in global bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (5) to amend change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and Indenture which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a Trustee or 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 6.116.11(b); or (9) [intentionally omitted]to cure any ambiguity, defect or inconsistency or to correct or supplement any provision herein which may be inconsistent with any other provision herein; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in make any change that does not materially adversely affect the United States interests of principal, premium, if any, or interest, if any, on Bearer the Holders of Securities or coupons, if anyof such series; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereofqualify, or any requirement of the Securities and Exchange Commission in connection with maintain the qualification of this the Indenture under the Trust Indenture Act Act. Upon request of 1939 the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in (and subject to the last sentence of) Section 9.3, the Trustee shall join with the Company in the execution of any supplemental indenture authorized or any amendment thereofpermitted by the terms of this Indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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; 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 with respect to all or any series of SecuritiesDefault; 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) permit or to facilitate the issuance of Securities in global bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (5) to amend change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the SecuritiesSecurities pursuant to the requirements of Section 1005 or otherwise; or (7) to establish for the issuance of and establish the form or terms and conditions of Securities of any series as permitted by Sections 2.1 Section 301, and 3.1to establish the form of any certificates required to be furnished pursuant to the terms of this Indenture or any series of Securities; or 901, 902 (8) to provide for uncertificated Securities in addition to or in place of certificated Securities; or (8) 9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]611(b); or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error to correct or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth in the final prospectusherein which may be inconsistent with any other provision herein, offering memorandum to make any amendment required by Section 608(i) or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of the Holders of Securities of any Holder; or (13) series in any material respect. The Trustee shall give notice to make the Holders of Securities of all series affected by any change to comply with such supplemental indenture as provided in Section 106. Such notice shall describe the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofchanges effected by such supplemental indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 contained herein and in the Securities; or (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; or (3c) to add any additional Events of Default with respect to all or any series of SecuritiesDefault; or (4d) 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee pursuant to the requirements of Sections 5.9 and 5.10; or (e) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to qualify, or maintain the qualification of, the Indenture under the Trust Indenture Act or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (f) to secure the Securities pursuant to the requirements of Section 9.10 or otherwise; or (g) to provide for uncertificated Securities in addition to or in place of certificated Securities; or (h) to add to, change or eliminate any provision of this Indenture with respect to one or more series of Securities, provided that any such addition, change or elimination shall (i) neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when no such Security is Outstanding; or (i) to evidence and provide for the acceptance of appointment hereunder by a separate trustee with respect to 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 appointment of the trusts hereunder by more than one Trustee; or (j) to provide for the terms and conditions of conversion of Securities of any series, if any, pursuant to the requirements of Section 6.11Article XII; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11k) to cure establish the form or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the terms of Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering documentseries, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofpermitted by Section 2.1.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent or vote of any HoldersHolders of Securities, the Company, when authorized by or pursuant to a Board Resolution, Company and the Trustee, at any time and from time to time, may enter into one or more supplemental 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; 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 with respect to all or any series of Securities; 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7a) to establish the form or terms of Securities of any series series, each as permitted by Sections 2.1 2.01 and 3.1; or3.01; (8) b) (i) to cure any ambiguity, defect or inconsistency in this Indenture or the Securities; (c) to comply with the provisions of Article VIII or Article XIV; (d) to provide for any guarantee of the Securities, to secure the Securities or to confirm and evidence the release, termination or discharge of any guarantee of or Lien securing the Securities when such release, termination or discharge is permitted by this Indenture; (e) to provide for or confirm the issuance of additional Securities; (f) 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 6.116.11(b); (g) to add to, change or eliminate any of the provisions of this Indenture in respect of Securities of one or more series, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created or issued prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12h) to make any other change that does not materially and adversely affect the rights of any Holder; or (13) Holder or to make any change conform this Indenture to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement description of the Securities of any series and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 prospectus or any amendment thereofprospectus supplement relating to that series.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board ResolutionResolution of the Company, the Subsidiary Guarantors, when authorized by respective Board Resolutions of the Subsidiary Guarantors, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form 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; 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 with respect to all or any series of Securities; orDefault; (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) permit or to facilitate the issuance of Securities in global bearer form; or, 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; (5) to amend add to, change or supplement eliminate any provision contained herein or of the provisions of this Indenture in any supplemental indenture (which amendment or supplement may apply to respect of one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)Securities, provided that any such amendment addition, change or supplement does not elimination (A) shall neither (i) apply to any Outstanding Security issued of any series created prior to the date execution of such supplemental indenture and entitled to the benefits benefit of such provision; orprovision 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; (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.1; or3.01; (7) to comply with Section 8.01 and 8.02; (8) to provide for uncertificated Securities in addition to or in place of certificated Securities; (9) to secure the Securities; (10) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or6.08; (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or make provisions with respect to conform this Indenture or the Securities conversion rights of a series Holders pursuant to any provision the requirements of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; orArticle XV; (12) 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 change provisions with respect to matters or questions arising under this Indenture, provided that does such action pursuant to this clause (12) shall not adversely affect the rights interests of the Holders of Securities of any Holder; orseries in any material respect; (13) to make add new Subsidiary Guarantors pursuant to Section 13.05; or (14) to conform any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification provision of this Indenture under to the Trust Indenture Act "Description of 1939 Debt Securities" contained in the Prospectus or any amendment thereofsimilar provision contained in any supplement to the Prospectus relating to an offering of debt securities under this Indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company, when authorized by or pursuant to a Board Resolution, Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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; or (2) to add to the covenants covenants, agreements and obligations of the Company for the benefit of the Holders of all of the Securities or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securitiesthereof, 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 with respect to all or any series of Securities; 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 onlyPrincipal, to change or eliminate any restrictions (including restrictions relating to payment in the United States) 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 facilitate permit the issuance of Securities in global uncertificated form; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (74) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 and 3.12.3(a), respectively; or (8) 5) 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 6.117.8; or (6) to cure any ambiguity, defect or inconsistency; PROVIDED that such action pursuant to this Clause (6) shall not adversely affect the interests of the Holders of Securities of any series; (7) to add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), PROVIDED that any such addition, change or elimination shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision; or (8) to secure the Securities; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofSecurityholder.

Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any HoldersNotes, the Company, when authorized by or pursuant to a Board Resolution, Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), 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 under this Indenture and in the Securities; orNotes pursuant to Article VII; (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) Notes or to surrender any right or power herein conferred upon the Company; orCompany by this Indenture; (3) to add any additional Events of Default with respect to all or any series for the benefit of Securities; orHolders of the Notes; (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 Bearer Securities (includingNotes in bearer form, without limitation, to provide that Bearer Securities may be registrable or not registrable as to principal only) principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities Notes in global uncertificated form; or; (5) to amend secure the Notes or supplement add Guarantees of or additional obligors on the Notes of all or any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; orseries; (6) to secure the Securities; or (7) to establish the form add or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by appoint a successor or separate 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 under this Indenture by more than one Trustee, pursuant to Trustee in accordance with the requirements set forth in this Indenture; (7) to cure any ambiguity, mistake, defect or inconsistency; (8) to supplement any of Section 6.11the provisions of this Indenture as necessary to permit or facilitate the defeasance and discharge of any series of Notes; orprovided that the interests of the Holders of the Notes are not adversely affected in any material respect; (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does would not adversely affect the rights Holders of the Notes in any Holder; ormaterial respect; (1310) to make any change necessary to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture or any indenture supplemental hereto under the Trust TIA; (11) to conform this Indenture Act to the section entitled “Description of 1939 Notes” or any amendment thereofsimilarly titled section in any offering memorandum, prospectus or prospectus supplement pursuant to which any particular series of Notes is issued under this Indenture; and (12) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Notes; provided that any such addition, change or elimination (i) shall neither (A) apply to any Note of any series created prior to the execution of the supplemental indenture effecting such modification and entitled to the benefit of such provision nor (B) modify the rights of the holder of any such Note with respect to such provision or (ii) shall become effective only when there is no such Note outstanding. No supplemental indenture for the purposes identified in clause (2) or (7) above may be entered into if to do so would adversely affect the interest of the Holders of Notes.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any Holders, 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; 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 with respect to all or any series of Securities; 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) permit or to facilitate the issuance of Securities in global bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (5) to amend change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and Indenture which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611(b); or (9) [intentionally omitted]to cure any ambiguity, defect or inconsistency or to correct or supplement any provision herein which may be inconsistent with any other provision herein; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not materially adversely affect the rights interests of the Holders of Securities of any Holder; or series. Upon request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in (13and subject to the last sentence of) to make any change to comply Section 903, the Trustee shall join with the Trust Indenture Act Company in the execution of 1939 any supplemental indenture authorized or any amendment thereof, or any requirement of permitted by the Securities and Exchange Commission in connection with the qualification terms of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofIndenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, the Guarantors, 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: (1) 9.1.1 to evidence the succession of another Person to the Company or the Guarantors and the assumption by any such successor of the covenants of the Company or the Guarantors herein and in the Securities; or; (2) 9.1.2 to add to the covenants of the Company or the Guarantors or add collateral 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) 9.1.3 to add any additional Events of Default with respect to for the benefit of the Holders of all or any series of Securities; or; (4) 9.1.4 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) permit or to facilitate the issuance of Securities in global bearer form; or; (5) 9.1.5 to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of secure the Securities or to one confirm and evidence the release, termination or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities discharge of any series as guarantee of or Lien securing the Securities when such release, termination or discharge is permitted by Sections 2.1 and 3.1; orthis Indenture; (8) 9.1.6 to evidence and provide for the acceptance of appointment hereunder by a successor Trustee Trustee; 9.1.7 to provide for the issuance of any series of additional Securities; 9.1.8 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 Section 9.1.8 shall not adversely affect the interests of the Holders of Securities of one or more any series and to add to or change in any of the provisions of this Indenture as material respect (which shall be necessary to provide for or facilitate the administration conclusively established by delivery of the trusts hereunder by more than one Trustee, pursuant an officer’s certificate to the requirements of Section 6.11; orTrustee); (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) 9.1.9 to make any other change that does not materially and adversely affect the rights of any Holderholder of Securities or to conform this Indenture to the caption entitled “Description of the Debt Securities” in the prospectus relating to the Securities; or (13) 9.1.10 to make add additional obligors with respect to the Securities and this Indenture or to add additional guarantors to guarantee the obligations under the Securities and this Indenture. 9.1.11 The Holders of the Securities will receive prior notice from the Company as described under Section 1.6 of any change proposed amendment to comply with the Trust Securities or this Indenture Act of 1939 described in this Section 9.1. After an amendment described in this Section 9.1 becomes effective, the Company or any amendment thereofof the Guarantors is required to mail to the Holders of Securities a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Securities, or any requirement defect therein, will not impair or affect the validity of the amendment. The consent of the Holders of the Securities and Exchange Commission in connection with is not necessary to approve the qualification particular form of this Indenture under any proposed amendment. It is sufficient if such consent approves the Trust Indenture Act substance of 1939 or any amendment thereofthe proposed amendment.

Supplemental Indentures Without Consent of Holders. (a) Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, Trustee at any time and from time to time, 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 corporation to the Company Company, and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesSecurities contained; or (2ii) to add to or modify the covenants or Events of Default of the Company Company, for the benefit of the Holders of the Securities of any or all series, to convey, transfer, assign, mortgage or pledge any series of Securities (and if property to or with such covenants are to be for the benefit of less than all series of SecuritiesTrustee, 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 make any additional Events change in Article Thirteen that would limit or terminate the benefits available to any holder of Default with respect to all Senior Indebtedness of the Company (or any series of SecuritiesRepresentatives thereof) under Article Thirteen; or (4iv) to establish the form and terms of the Securities of any series as contemplated by Section 2.01 or 3.01 hereof; or (v) to add to or change any of the provisions of this Indenture as is necessary or advisable to facilitate the issuance of Securities of any series in bearer form, registrable or nonregistrable as to principal and with or without interest coupons, and to provide for exchangeability of such Securities with the Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities in uncertificated form; or (vi) 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 adversely affect the interests of the Holders in any material respect; or (vii) 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 or on the delivery of bearer Securities, or to permit bearer Securities to be issued in exchange for bearer Securities of other authorized denominations, provided any such action shall not adversely affect the interests of the Holders of bearer Securities of any series or any related coupons in any material respect unless such amendment is required to comply with the Bearer Rules; or (viii) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of Bearer any series of Securities (includingpursuant to Article Six, without limitation, to provide provided that Bearer any such action shall not adversely affect the interests of the Holders of Securities may be registrable as to principal only) of such series or to facilitate the issuance any other series of Securities in global form; orany material respect; (5ix) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by of a successor Trustee with respect to other than U.S. Bank National Association, as Trustee for the Securities of one or more any series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.118.09 hereof; or (9x) [intentionally omitted]to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 8.11 hereof; or (10xi) if allowed without penalty under applicable laws to add to, change or eliminate any of the provisions of this Indenture; provided, that any such addition, change or elimination (i) shall become effective only when no Security of any series entitled to the benefits of such provision and regulations, issued prior to permit payment in the United States execution of principal, premium, if any, such supplemental indenture is outstanding or interest, if any, on Bearer Securities or coupons, if any; or(ii) shall not apply to any outstanding Security. (11b) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform An amendment under this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does Section 11.01 may not adversely affect the rights of any Holder; or (13) to make any change to comply with that adversely affects the Trust Indenture Act rights under Article Thirteen of 1939 any holder of Senior Indebtedness of the Company then outstanding unless the holders of such Senior Indebtedness (or any amendment thereof, group or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofRepresentative thereof authorized to give a consent) consent to such change.

Supplemental Indentures Without Consent of Holders. Without the written consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, Trustee (at the direction of the Company) at any time and from time to time, may enter into one or more indentures supplemental heretohereto to undertake clarifications and certain other changes that would not adversely affect Holders in any material respect, in form reasonably satisfactory to the Trustee, for any of the following purposesincluding changes: (1a) to evidence the succession of another Person to the Company Company, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in the Securities; or; (2b) to add to the covenants of the Company such new covenants, restrictions, conditions or provisions for the benefit protection of the Holders of all or any series of Securities Securities; (c) to make the occurrence, or the occurrence and if such covenants are to be for the benefit continuance, of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit a default in any of such seriesadditional covenants, restrictions, conditions or provisions pursuant to Section 9.1(2) or to surrender any right or power herein conferred upon the Company; oran Event of Default; (3d) to add any additional Events of Default with respect to all modify, eliminate or any series of Securities; or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate effect the issuance qualification of Bearer Securities the indenture under the Trust Indenture Act, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act; (including, without limitatione) to cure any ambiguity, 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 amend correct or supplement any provision contained herein or in any supplemental indenture (which amendment may be defective or supplement may apply to one inconsistent with any other provisions herein or more series of Securities or to one or more Securities within in any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or; (6f) to secure the Securities; or; (7g) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); (h) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1, including any subordination provisions; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12i) to make any other change that does provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of the Holders of Securities of any Holder; or (13) to make series in any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofmaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any 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; orNotes; (2b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities the Notes (and and, if such covenants are to be for the benefit of less than all series of Securitiesthe Notes, stating that such covenants are expressly being included solely for the benefit of such seriescertain Notes) or to surrender any right or power herein conferred upon the Company; or; (3c) to add any additional Events of Default with respect to all or any series of Securities; orthe Notes; (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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6d) to secure the Securities; orNotes; (7e) to establish the form cure any ambiguity, omission, defect or terms of Securities of any series as permitted by Sections 2.1 and 3.1; orinconsistency; (8) f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or6.10(b); (9g) [intentionally omitted]; or (10) if allowed without penalty under to modify the Restrictive Legends in order to ensure that such Restrictive Legends comply with any applicable securities laws and regulations, to permit payment in of any state of the United States of principal, premium, if any, America or interest, if any, on Bearer Securities or coupons, if any; orany other jurisdiction; (11h) to cure add to, delete from or reform revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Notes, as herein set forth; (i) to supplement any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the Securities of a series to any provision defeasance and discharge of the description thereof set forth in the final prospectusNotes pursuant to Article Twelve, offering memorandum or other offering document, as supplemented as of the time of sale, under which provided that no such Securities were sold; or (12) to make any other change that does not supplement shall materially adversely affect the rights interest of the Holders of any Holder; orNotes then Outstanding; (13j) to make any change to comply with the Trust Indenture Act of 1939 Act, or any amendment thereofthereto, or to comply with any requirement of the Securities and Exchange Commission in connection with the qualification of this the Indenture under the Trust Indenture Act Act, or as necessary in connection with the registration of 1939 the Notes under the Securities Act; or (k) to amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment thereofor supplement shall materially adversely affect the interests of the Holders of any Notes then Outstanding.

Supplemental Indentures Without Consent of Holders. Without -------------------------------------------------- the consent of any Holders, 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 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; 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 with respect to all or any series of Securities; 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 amend add to, change or supplement eliminate any provision contained herein of the provisions of this Indenture; provided, however, that any such addition, change or in any supplemental indenture (which amendment or supplement may apply to one or more series elimination -------- ------- shall become effective only when there is no Security Outstanding of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or; (9) [intentionally omitted]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, however, such action shall not adversely affect the -------- ------- interests of the Holders of Securities of any series in any material respect; or to cure any ambiguity or correct any mistake; or (10) if allowed without penalty under applicable laws and regulationsto modify, eliminate or add to permit payment in the United States provisions of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, such extent as supplemented as of the time of sale, under which such Securities were sold; or (12) shall be necessary to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with effect the qualification of this Indenture under the Trust Indenture Act of 1939 or under any amendment thereofsimilar Federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company either Issuer and the assumption by any such successor of the covenants of the Company such Issuer herein and in the Securities; orNotes; (2) to add to the covenants of the Company Issuers for the benefit of the Holders of all or any series of Securities Notes (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 Company; orIssuers; (3) to add any additional Events of Default with respect to for the benefit of the Holders of all or any series of Securities; orNotes (and if such additional Events of Default are to be for the benefit of less than all series of Notes, stating that such additional Events of Default are expressly being included solely for the benefit of such series); (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 Bearer Securities (includingNotes in bearer form, without limitation, to provide that Bearer Securities may be registrable or not registrable as to principal only) principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities Notes in global uncertificated form; or; (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to secure the date of such supplemental indenture and entitled to the benefits of such provision; orNotes; (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities 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, Trustee pursuant to the requirements of Section 6.11; or7.11; (7) to add guarantees with respect to the Notes; (8) to comply with the provisions of any clearing agency, clearing corporation or clearing system, the Trustee or the Registrar with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes; (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission SEC in connection with the qualification of this Indenture under the Trust Indenture Act Act; or (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action pursuant to this clause (10) shall not adversely affect the interests of 1939 or the Holders of Notes of any amendment thereofseries in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the CompanyCompany and the Guarantors, 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 heretohereto or amendments of the Subsidiary Guarantees, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company or any Guarantor, and the assumption by any such successor of the covenants of the Company or such Guarantor herein and in the Securities; orSenior Notes; (2b) to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes (provided, that such uncertificated Senior Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Senior Notes are described in Section 163(f)(2)(B) of the Code); (c) 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; orCompany hereunder and under the Senior Notes; (3d) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Senior Notes, or to make any other provisions with respect to matters or questions arising under this Indenture or under the Senior Notes that shall not be inconsistent with the provisions of this Indenture; provided that, in each case, such provisions shall not adversely affect the interests of the Holders; (e) to evidence, and provide for the acceptance of, the appointment of a successor Trustee hereunder; (f) to add any additional Events of Default Default; (g) to provide for the issuance of Additional Notes in accordance with respect the limitations set forth in this Indenture; (h) to all secure the Senior Notes or any series of Securitiesadd a Guarantor; or (4i) 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission SEC or state securities regulators in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofregistration or qualification of the Senior Notes under the Securities Act or state securities laws.

Supplemental Indentures Without Consent of Holders. Without The following provisions relating to supplemental indentures shall apply with respect to the consent Notes (notwithstanding Section 14.01 of any Holdersthe Base Indenture, which shall be deemed amended and restated, and superseded, by the Company, following): 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 or all 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; or (2) to add to the covenants and agreements of the Company to be observed thereafter and during the period, if any, in such supplemental indenture or indentures expressed, and to add Events of Defaults, in each case for the protection or 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 SecuritiesHolders, 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 with respect to all or any series of Securities; or (42) to add to or change any of the provisions of this Indenture to change or eliminate any restrictions on the payment of principal of, or premium, if any, on the Notes; provided that any such extent as action shall be necessary not adversely affect the interests of the Holders in any material respect, or to permit or facilitate the issuance issue 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 Notes in global uncertificated form; or; (53) to amend evidence the succession of another corporation to the Company, or supplement any provision successive successions, and the assumption by such successor of the covenants and obligations of the Company contained herein in the Notes and in this Indenture or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or; (64) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or11.06(c) of the Base Indenture; (95) [intentionally omitted]; orto secure the Notes; (106) if allowed without penalty under applicable laws and regulationsto evidence any changes to this Indenture pursuant to Sections 11.05, to permit payment in 11.06 or 11.07 of the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; orBase Indenture as permitted by the terms thereof; (117) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency ambiguity or to conform this Indenture correct or the Securities of a series to supplement any provision of the description thereof set forth contained herein or in the final prospectus, offering memorandum any indenture supplemental hereto which may be defective or inconsistent with any other offering document, as supplemented as of the time of sale, under which such Securities were sold; orprovision contained herein or in any supplemental indenture; (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change 8) to comply with the requirements of the Trust Indenture Act of 1939 or any amendment thereof, or any requirement the rules and regulations of the Securities and Exchange Commission SEC thereunder in connection with order to effect or maintain the qualification of this Indenture under the Trust Indenture Act Act, as contemplated by this Indenture or otherwise; (9) to add guarantors or co-obligors with respect to the Notes; (10) to make any change in the Notes that does not adversely affect in any material respect the interests of 1939 the Holders; provided that no such change shall be deemed to adversely effect the Holders if such change is made to conform the terms of the Notes to the terms described in the Prospectus Supplement; (11) to prohibit the authentication and delivery of additional series of Notes; or (12) to establish the form and terms of the Notes as permitted in this Indenture or any amendment thereofto authorize the issuance of additional debt securities 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 Notes, as set forth in this Indenture, or other conditions, limitations or restrictions thereafter to be observed.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any Holders, 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; 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 with respect to all or any series of Securities; 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) permit or to facilitate the issuance of Securities in global bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (5) to amend change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; or (8) 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 6.116.11(b); or (8) to cure any ambiguity, defect or inconsistency or to correct or supplement any provision herein which may be inconsistent with any other provision herein; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not materially adversely affect the rights interests of the Holders of Securities of any Holder; or series. Upon request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in (13and subject to the last sentence of) to make any change to comply Section 9.03, the Trustee shall join with the Trust Indenture Act Company in the execution of 1939 any supplemental indenture authorized or any amendment thereof, or any requirement of permitted by the Securities and Exchange Commission in connection with the qualification terms of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofIndenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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; 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 SecuritiesHolders, 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 provide for a successor Trustee with respect to the Securities; or (iv) to cure any ambiguity or defect, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided that such action pursuant to this clause (iv) shall not adversely affect the interests of the Holders in any material respect; or (v) to add any additional Events of Default for the benefit of the Holders; or (vi) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (vii) to increase the Conversion Rate of the Securities; provided, however, that such increase shall be in accordance with respect to all the terms of this Indenture or any series shall not adversely affect the interests of the Holders of the Securities; or (4viii) to add to or change supplement any of the provisions provision of this Indenture to such extent as shall be necessary to permit or facilitate the issuance discharge 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 formSecurities; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment change or supplement modification does not apply to any Outstanding Security issued prior to adversely affect the date interests of such supplemental indenture and entitled to the benefits Holders of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12ix) to make any other change or modification necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement; provided that such change or modification does not adversely affect the rights interests of any Holderthe Holders of Securities; or (13x) to make add or modify any change other provision herein with respect to comply with matters or questions arising hereunder which the Trust Indenture Act of 1939 Company and the Trustee may deem necessary or any amendment thereof, or any requirement desirable and which would not reasonably be expected to adversely affect the interests of the Holders of Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofmaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any HoldersNotes, the CompanyObligor, 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 heretohereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company Obligor or the Guarantor, or successive successions, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in Obligor or the SecuritiesGuarantor pursuant to Article Seven hereof; or (2) to add to the covenants of the Company Obligor or the Guarantor such further covenants, restrictions or conditions for the benefit protection of the Holders of all or any series of Securities (the Notes as the Obligor, the Guarantor and if such covenants are the Trustee shall consider to be for the benefit protection of less than all series the Holders 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 the CompanyObligor or the Guarantor; or (3) to add evidence the surrender of any additional Events right or power of Default with respect to all or any series of Securities; orthe Obligor; (4) to add cure any defect or ambiguity, to correct or change supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture provided that such action pursuant to this Subsection (4) shall not adversely effect the interests 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 Holders in global formany respect; or (5) to amend add to this Indenture such provisions as may be expressly permitted by the TIA as in effect at the date as of which this instrument is executed or supplement any corresponding provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provisionsimilar federal statute hereafter enacted; or (6) to secure add to the Securitiesrights of the Holders of the Notes; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by another corporation as 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 6.11hereunder; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, 8) to permit payment add any additional Events of Default in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision respect of the description thereof set forth Notes. No supplemental indenture for the purposes identified in the final prospectusSubsection (2), offering memorandum (3), (5) or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (127) above may be entered into if to make any other change that does not do so would adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement interest of the Securities and Exchange Commission in connection with the qualification Holders of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofNotes.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any Holders, 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; 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 with respect to all or any series of Securities; 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) permit or to facilitate the issuance of Securities in global bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (5) to amend change or supplement eliminate any provision contained herein of the provisions of this Indenture, PROVIDED that any such change or in any supplemental indenture (which amendment or supplement may apply to one or more series elimination shall become effective only when there is no Security Outstanding of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or (9) [intentionally omitted]to cure any ambiguity, defect or inconsistency or to correct or supplement any provision herein which may be inconsistent with any other provision herein; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in make any change that does not materially adversely affect the United States interests of principal, premium, if any, or interest, if any, on Bearer the Holders of Securities or coupons, if anyof any series; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series add guarantees with respect to any provision or all of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were soldSecurities; or (12) to make any other change provide for uncertificated Securities in addition to or in place of certificated Securities (PROVIDED that does not adversely affect the rights uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Code). Upon request of the Company, accompanied by a Board Resolution authorizing the execution of any Holder; or such supplemental indenture, and upon receipt by the Trustee of the documents described in (13and subject to the last sentence of) to make any change to comply Section 9.03, the Trustee shall join with the Trust Indenture Act Company in the execution of 1939 any supplemental indenture authorized or any amendment thereof, or any requirement of permitted by the Securities and Exchange Commission in connection with the qualification terms of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofIndenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities 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; 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 with respect to all or any series of Securities; orDefault; (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) permit or to facilitate the issuance of Securities in global bearer form; or, 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; (5) to amend change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only -------- when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or; (6) to secure the Securities; or; (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1; or301; (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; or611; (9) [intentionally omitted]; orto cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not -------- adversely affect the interests of the Holders of Securities of any series or any Coupons appertaining thereto in any material respect; (10) if allowed without penalty under applicable laws and regulationsto modify, eliminate or add to permit payment in the United States provisions of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, such extent as supplemented as of the time of sale, under which such Securities were sold; or (12) shall be necessary to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with effect the qualification of this Indenture under the Trust Indenture Act or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act; (11) to add to or change any of 1939 the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Registered Securities to be exchanged for Bearer Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any Coupons appertaining thereto in any material respect; (12) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; (13) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Thirteen; provided that any such action shall not adversely affect the interests of any Holder of a Security of such series and any Coupons appertaining thereto or any other Security or Coupon in any material respect; or (14) to amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment thereofor supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any HoldersNotes, the Company, when authorized by or pursuant to a Board Resolution, Obligor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person Entity to the Company Obligor or successive successions, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in the SecuritiesObligor pursuant to Article VII; or (2) to add to the covenants of the Company Obligor such further covenants, restrictions or conditions for the benefit protection of the Holders of all or any series the Notes as the Obligor and the Trustee shall consider to be for the protection of Securities the Holders of the Notes (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 CompanyObligor; or (3) to add evidence the surrender of any additional Events right or power of Default with respect to all or any series of Securities; orthe Obligor; (4) to add to cure any defect 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 limitationambiguity, to provide that Bearer Securities correct or supplement any provision herein which may be registrable as to principal only) inconsistent with any other provision herein or in any supplemental indenture, or to facilitate the issuance of Securities in global formmake any other provisions with respect to matters or questions arising under this Indenture; or (5) to amend add to this Indenture such provisions as may be expressly permitted by the TIA as in effect at the date as of which this instrument is executed or supplement any corresponding provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provisionsimilar federal statute hereafter enacted; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities 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, pursuant to the requirements of Section 6.115.11. (7) to add to the rights of the Holders of the Notes; (8) to provide for the issuance of and establish the form or forms and terms and conditions of Notes of any series as permitted by this Indenture; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in add any additional Events of Default for the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision benefit of the description thereof set forth Holders of all or any series of Notes (and if such additional Events of Default are to be for the benefit of less than all series of Notes, stating that such additional Events of Default are expressly being included solely for the benefit of such series). No supplemental indenture for the purposes identified in the final prospectusclause (2), offering memorandum (3), (4) (7) or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (129) above may be entered into if to make any other change that does not do so would adversely affect the rights interest of the Holders of Notes. Any such supplemental indenture authorized by the provisions of this Section 8.01 may be executed without the consent of the Holders of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with Notes at the qualification time outstanding, notwithstanding any of this Indenture under the Trust Indenture Act provisions of 1939 or any amendment thereofSection 8.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or Coupons, the Company, Company (when authorized by or pursuant to a Board Resolution, ) and the Trustee, at any time and from time to time, may 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 contained herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (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; or (3) to add any additional Events of Default with respect to all or any series of Securities; 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, to change or eliminate any restrictions on the payment of principal only) of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (74) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or (8) 5) 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 6.116.9; or (6) to cure any ambiguity or 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 adversely affect the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material respect; or (7) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or (8) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or (9) [intentionally omitted]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 4, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in secure the United States of principal, premium, if any, Securities pursuant to Section 10.5 or interest, if any, on Bearer Securities or coupons, if anyotherwise; or (11) to cure make provisions with respect to conversion or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the exchange rights of Holders of Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were soldseries; or (12) to make amend or supplement any other change provision contained herein or in any supplemental indenture, provided that does not no such amendment or supplement shall materially adversely affect the rights interests of the Holders of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofthen Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 corporation to the Company Company, and the assumption by any such successor corporation of the covenants of the Company herein and in the Securities; orSecurities contained; (2b) to provide for the issuance under this Indenture of Securities in bearer form (including securities registrable as to principal only) and to provide for exchangeability of such Securities for Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose; (c) to add to the covenants of the Company for the benefit of the Holders of all or any one or more specified series of Securities (and if such covenants are to be for the benefit of less fewer than all series of SecuritiesSecurities or fewer than all Securities of a Series, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or; (3) to add any additional Events of Default with respect to all or any series of Securities; 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6d) to secure the Securities; or; (7e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; (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 such action shall not adversely affect the interest of the Holders of Securities of any series; or (8) g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereof6.11(b).

Supplemental Indentures Without Consent of Holders. Without From time to time, when authorized by a Board Resolution, the Company and the Trustee, without notice to or the consent of any Holders, Holders of 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 indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposesamend or supplement 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 SecuritiesDebentures; 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; provided, however, that in respect of any such additional covenant, restriction or condition on the Company, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; or (3c) to add any additional Events of Default with respect to all or any series of SecuritiesDebentures (as shall be specified in such supplemental indenture); or (4d) to add to change or change eliminate any of the provisions of this Indenture to Indenture, provided, that any such extent as change or elimination shall be necessary to facilitate the issuance become effective only when there is no Debenture outstanding 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7e) to establish the form or terms of Securities Debentures of any series as permitted by Sections Section 2.1 and 3.1or, in lieu of any such supplemental indenture, the Company may provide the Trustee with an Officer's Certificate with respect to the form or terms of such Debentures; or (8) f) 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, pursuant to the requirements of Section 6.11; or (9g) [intentionally omitted]to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture or under any supplemental indenture, provided, that no action pursuant to this clause (g) shall adversely affect the interests of the Holders of Debentures of any series then outstanding in any material respect; or (10h) if allowed without penalty under applicable laws to add to, delete from or revise the conditions, limitations and regulationsrestrictions on the authorized amount, to permit payment in the United States terms or purposes of principalissue, premium, if any, or interest, if any, on Bearer Securities or coupons, if anyauthentication and delivery of Debentures as herein set forth; or (11i) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement requirements of the Securities and Exchange Commission SEC in connection with the order to effect or maintain qualification of this Indenture under the Trust TIA; or (j) to supplement any of the provisions of this Indenture Act to such extent as shall be necessary to permit or facilitate the defeasance and discharge of 1939 any series of Debentures provided that any such action shall not adversely affect the interests of any Holder of a Debenture of such series or any amendment thereofother Debenture in any material respect.

Supplemental Indentures Without Consent of Holders. (a) Without the consent of the Holders of any Holders, Secured Debt or Subordinated Securities (except any consent explicitly required below) (but with the Company, when authorized by or pursuant to a Board Resolution, written consent of the Collateral Manager) and the Trustee, at any time and from time to time, subject to Section 8.3, and without regard to whether any Class would be materially and adversely affected thereby, the Issuers and the Collateral Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Collateral Trustee, for any of the following purposes: (1i) to evidence the succession of another Person to the Company Issuer or the Co-Issuer and the assumption by any such successor Person of the covenants of the Company herein Issuer or the Co-Issuer herein, in the Credit Agreement and in the Secured Debt and Subordinated Securities; or; (2ii) to add to the covenants of the Company Issuers or the Collateral 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) or to surrender any right or power herein conferred upon the Company; orSecured Parties; (3iii) to convey, transfer, assign, mortgage or pledge any property to or with the Collateral Trustee or add any additional Events to the conditions, limitations or restrictions on the authorized amount, terms and purposes of Default with respect to all or any series the issue, authentication and delivery of the Secured Debt and Subordinated Securities; or; (4iv) 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Collateral 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 Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Collateral Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 6.117.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Secured Debt or Subordinated Securities to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuers to rely upon any exemption from registration under the Securities Act or the 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Secured Debt and Subordinated Securities to the extent not required under clause (vi) above; (viii) to facilitate (A) the listing of any of the Notes on any non-U.S. exchange, (B) compliance with the guidelines of such exchange, or (C) if so listed, the de-listing of any of the Notes from such exchange if the Collateral Manager determines that the costs and burdens of maintaining such listing are excessive; (ix) to correct any inconsistent or defective provisions herein or to cure any ambiguity, omission or errors herein; (x) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary or advisable to prevent the Issuer or the Co-Issuer from becoming subject to (or to otherwise minimize) withholding or other taxes, fees or assessments, including by achieving Tax Account Reporting Rules Compliance, or to reduce the risk that the Issuer may be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal, state or local tax on a net income basis; (A) with the consent of the Collateral Manager, the Retention Holder and a Majority of the Subordinated Securities (and, solely with respect to an issuance or incurrence of additional Secured Debt, the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld or delayed)), to make such changes as shall be necessary to permit the Issuer or the Issuers, as applicable, to issue additional notes of any one or more existing Classes or Junior Mezzanine Debt or Subordinated Securities in accordance with this Indenture or (B) at the direction of a Majority of the Subordinated Securities, to permit the Issuer or the Issuers, as applicable, to issue replacement securities in connection with a Refinancing or to reduce the Interest Rate of a Class of Re-Pricing Eligible Debt in connection with a Re-Pricing, in each case in accordance with this Indenture; provided that, for the avoidance of doubt, the supplemental indenture executed in connection therewith shall only effect such additional issuance, Re-Pricing or Refinancing, as applicable, and shall not modify any other provisions of this Indenture; (xiii) to modify the procedures herein relating to compliance with Rule 17g-5; (xiv) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by the Rating Agency or any use of the Rating Agency’s credit models or guidelines for ratings determination) relating to collateral debt obligations in general published or otherwise communicated by the Rating Agency; provided that, consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, delayed or conditioned); (xv) following receipt by the Issuer of written advice of counsel with a national reputation and experienced in such matters (which may be via e-mail), to amend, modify or otherwise accommodate changes to this Indenture to comply with any statute, rule or regulation enacted by regulatory agencies of the United States federal government, or by any Member State of the European Economic Area or otherwise under European law, after the Closing Date that are applicable to the Issuers, the Secured Debt or Subordinated Securities or the transactions contemplated by this Indenture or the Offering Circular, including, without limitation, the EU Risk Retention Requirements, U.S. Risk Retention Rules, securities laws or the ▇▇▇▇-▇▇▇▇▇ Act and all rules, regulations, and technical or interpretive guidance thereunder, or any amendment in relation to the ▇▇▇▇▇▇▇ Rule; provided that any amendment in relation to the ▇▇▇▇▇▇▇ Rule shall require the consent of each holder of Secured Debt or Subordinated Securities that notifies the Issuer that it is adversely affected thereby; (xvi) to amend the name of the Issuer or the Co-Issuer; (A) to modify or amend any component of the Collateral Quality Test and the definitions related thereto which affect the calculation thereof or (B) to modify the definition of “Credit Improved Obligation”, “Credit Risk Obligation”, “Defaulted Obligation” or “Equity Security,” the restrictions on the sales of Collateral Obligations set forth herein or the Investment Criteria set forth herein (other than the calculation of the Concentration Limitations and the Collateral Quality Test), in each case under the foregoing clauses (A) and (B), that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class; (xviii) to facilitate the issuance of participation notes, combination notes, composite securities, and other similar securities by the Issuer or the Issuers, as applicable, provided that any such issuance will not cause the Issuer to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (xix) to modify any provision to facilitate an exchange of one Note for another Note that has substantially identical terms except transfer restrictions (other than transfer restrictions relating to the treatment of the Issuer as a publicly traded partnership for U.S. federal income tax purposes), including to effect any serial designation relating to the exchange; (xx) to evidence any waiver or modification by the Rating Agency as to any material requirement or condition, as applicable, of the Rating Agency set forth herein; provided, that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, delayed or conditioned); (xxi) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xxii) to change the date within the month on which reports are required to be delivered hereunder; or (9xxiii) [intentionally omitted]to enter into any additional agreements not expressly prohibited by this Indenture if the Issuer determines that such agreement would not, upon or after becoming effective, materially and adversely affect the rights and interests of the Holders of any Class of Secured Debt or Subordinated Securities; provided that (x) any such additional agreements include customary limited recourse and non-petition provisions and (y) consent to such supplemental indenture has been obtained from a Majority of the Controlling Class and a Majority of the Subordinated Securities (such consents not to be unreasonably withheld, delayed or conditioned); (xxiv) in each case, as determined by the Collateral Manager in its reasonable discretion, following (i) a material disruption to LIBOR, a change in the methodology of calculating LIBOR or LIBOR ceasing to exist or be reported or actively updated on the Reuters Screen or any equivalent reporting service (or the reasonable expectation of the Collateral Manager that any of the events specified in this clause (i) will occur within the current or next succeeding Interest Accrual Period), or (ii) any date on which at least 50% (by principal amount) of the Collateral Obligations are Floating Rate Obligations that are monthly and/or quarterly pay and rely on reference or base rates other than LIBOR (in the case of this clause (ii), as determined as of the Determination Date immediately prior to the date on which a Base Rate Amendment is proposed under this Indenture) (each a “LIBOR Event”), the Collateral Manager shall (unless LIBOR is otherwise amended pursuant the definition of “LIBOR”), upon written notice to the Issuer and the Collateral Trustee, propose an alternative quarterly base rate, which shall include a Base Rate Modifier, to replace LIBOR as the base rate used to calculate the Interest Rate on the Floating Rate Debt (such alternative base rate, including the Base Rate Modifier, the “Alternative Base Rate”) and promptly upon receipt of such notice, the Issuer (or the Collateral Manager on its behalf) shall prepare a supplemental indenture which by its terms (x) changes the base rate used to calculate the Interest Rate on the Floating Rate Debt from LIBOR to the Alternative Base Rate, (y) expressly provides that at no time will the Alternative Base Rate be less than 0.0% per annum and (z) makes such other amendments as are necessary or advisable in the reasonable judgment of the Collateral Manager to facilitate the change to the Alternative Base Rate (a “Base Rate Amendment”); provided that (subject to the notice provisions of Section 8.3) such Base Rate Amendment may be executed (x) without the consent of the Holders of any of the Secured Debt or Subordinated Securities if such Alternative Base Rate is the Designated Base Rate or a Market Replacement Rate or (y) with the consent of a Majority of the Controlling Class (but without the consent of any other Holders of the Secured Debt or Subordinated Securities) if such Alternative Base Rate is any other alternative base rate; provided, further, that any Alternative Base Rate may be further amended in accordance with the foregoing procedures to a Designated Base Rate, Market Replacement Rate or other alternative base rate if in the reasonable judgment of the Collateral Manager such additional amendment is necessary or advisable; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11xxv) to cure amend, modify or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or otherwise change the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification provisions of this Indenture so that (1) the Issuer is not a “covered fund” under the Trust Indenture Act ▇▇▇▇▇▇▇ Rule, (2) the Secured Debt is not considered to constitute “ownership interests” under the ▇▇▇▇▇▇▇ Rule or (3) ownership of 1939 or any amendment thereofthe Secured Debt will otherwise be exempt from the ▇▇▇▇▇▇▇ Rule.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 satisfactory, to the Trustee, for any of the following purposesfollowing: (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; orSecurities contained; (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; (3) to establish the form or terms of Securities of any series as permitted by Sections 2.01 or 3.01; (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 with respect to all or any series of Securities; orDefault; (46) to add to change or change eliminate any of the provisions of this Indenture to Indenture; provided that any such extent as change or elimination shall be necessary to facilitate the issuance become effective only when there is no Security Outstanding 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or; (7) to establish 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 pursuant to this clause (7) shall not materially adversely affect the form or terms interest of the Holders of Securities of any series or, in the case of the Securities of a series issued to a U.S.B.H. Capital Trust and for so long as permitted by Sections 2.1 and 3.1; orany of the corresponding series of Capital Securities shall remain outstanding, the holders of such Capital Securities; (8) to evidence and provide for the acceptance of appointment hereunder by a successor 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 6.116.11(b); or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement requirements of the Securities and Exchange Commission in connection with order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofAct.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Notes or Coupons, the Company, Company (when authorized by or pursuant to a Board Resolution, ) and the Trustee, at any time and from time to time, may 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 contained herein and in the SecuritiesNotes; or (2) to add to the covenants and agreements of the Company for the benefit of the Holders of all or any series of Securities Notes (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; or (3) to add any additional Events of Default with respect to all or any series of Securities; 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 Notes may be registrable as to principal, to change or eliminate any restrictions on the payment of principal only) of, any premium or interest on, Notes, to permit Notes to be exchanged for Notes of other authorized denominations or to permit or facilitate the issuance of Securities Notes in global uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Outstanding Notes of any series or any Coupons appertaining thereto in any material respect; or (54) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities 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, pursuant to the requirements of Section 6.116.9; or (5) to cure any ambiguity or 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 no such action pursuant to this clause (5) shall adversely affect the interests of the Holders of Notes of any series then Outstanding or any Coupons appertaining thereto in any material respect; or (6) to establish the form or terms of Notes of any series and any related Coupons as permitted by Sections 2.1 and 3.1, including the provisions and procedures relating to Notes convertible into or exchangeable for any securities of any Person (including the Company); or (7) to add any additional Events of Default with respect to all or any series of Notes (as shall be specified in such supplemental indenture); or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Notes pursuant to Article 4, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Note of such series and any Coupons appertaining thereto or any other Outstanding Note or Coupon in any material respect; or (9) [intentionally omitted]to secure payment on the Notes pursuant to Section 10.4 or otherwise; or (10) if allowed without penalty under applicable laws to amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Notes then Outstanding and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if anyany Coupons appertaining thereto; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act clearing system requirements of 1939 or any amendment thereofEuroclear and Clearstream, or any requirement as appropriate, with respect to Notes that are issued in the form of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofGlobal Notes.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 or modify this Indenture or the Securities of any series or 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 covenants, agreements and obligations of the Company herein and in the any series of Securities; 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 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 CompanyCompany under this Indenture; or (3iii) to evidence and provide for a successor Trustee with respect to the Securities of any series or to add to or change any provision to the extent necessary to appoint a separate Trustee for a specific series of Securities; or (iv) to cure any ambiguity or defect, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, that such action pursuant to this clause (iv) shall not adversely affect the rights of the Holders of any Security in any material respect; or (v) to add any additional Events of Default with respect to all or for the benefit of the Holders of any series of Securitiesseries; or (4vi) to add to or change provide for any guarantee for the benefit of the provisions Holders of the Securities of any series, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of any series any property or assets or to confirm and evidence the release, termination or discharge of any such guarantee or security for the Securities of any series when such release, termination or discharge is permitted by the Indenture; or (vii) to supplement any provision of this Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance or discharge of Bearer Securities (includingany series of Securities; provided, without limitation, to provide that Bearer Securities may be registrable as to principal only) such change or to facilitate modification does not adversely affect the issuance interests of Securities in global formthe Holders of any Security; or (5viii) to amend add, change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply of this Indenture applying to one or more series of Securities Securities; provided, that the Company deems such action necessary or to one or more Securities within any series as specified in such supplemental indenture), provided advisable and that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that action does not adversely affect the rights interests of any HolderHolder of any series of Securities in any material respect; or (13ix) to make add, change or eliminate any change provision of this Indenture to comply with the Trust Indenture Act Act, or (x) to provide for the issuance of 1939 or additional debt securities of any amendment thereof, or any requirement of series ranking equally with the Securities and Exchange Commission in connection with (other than the qualification payment of interest accruing prior to the issue date of such further debt securities or except for the first payment of interest following the issue date of such further debt securities); or (xi) to conform the text of this Indenture under or the Trust Indenture Act Securities to any provision of 1939 the “Description of Notes” section or equivalent section of any prospectus, prospectus supplement, offering memorandum, offering circular or any amendment thereofother document pursuant to which the Securities of such Series were offered; or (xii) to provide for uncertificated Securities in addition to or in place of certificated Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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; 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 SecuritiesHolders, 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 provide for a successor Trustee with respect to the Securities; or (iv) to cure any ambiguity or defect, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided that such action pursuant to this clause (iv) shall not adversely affect the interests of the Holders in any material respect; or (v) to add any additional Events of Default for the benefit of the Holders; or (vi) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or (vii) to increase the Conversion Rate of the Securities; provided, however, that such increase shall be in accordance with respect to all the terms of this Indenture or any series shall not adversely affect the interests of the Holders of the Securities; or (4viii) to add to or change supplement any of the provisions provision of this Indenture to such extent as shall be necessary to permit or facilitate the issuance discharge 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 formSecurities; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment change or supplement modification does not apply to any Outstanding Security issued prior to adversely affect the date interests of such supplemental indenture and entitled to the benefits Holders of such provision; or (6) to secure the Securities; or (7ix) to establish the form add or terms of Securities of modify any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee other provision herein with respect to matters or questions arising hereunder which the Securities of one Company and the Trustee may deem necessary or more series desirable and which would not reasonably be expected to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement interests of the Holders of Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofmaterial respect.

Supplemental Indentures Without Consent of Holders. Without (a) The Company, the Security Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Securities of any series without the consent of any Holders, 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 indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposesHolder: (1i) to evidence the succession cure any ambiguity, defect or inconsistency; (ii) to comply with Article IV hereof or in any provision in any supplemental indenture in respect of another Person to the Company and the assumption by any such a Successor Company or successor Security Guarantor of the covenants obligations of the Company herein or a Security Guarantor under the Securities of any or all series and this Indenture; (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities, provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code; (iv) to add guarantees with respect to the Securities or to secure the Securities; or; (2v) 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 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; orCompany in this Indenture; (3vi) to add any additional Events of Default with respect to all or any series of the Securities; or; (4vii) to add to or change comply with any requirements of the provisions SEC in connection with effecting or maintaining the qualification of this Indenture to such extent as shall be necessary to facilitate under 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; orTrust Indenture Act; (5viii) to amend make any change that would provide any additional rights or supplement benefits to the Holders of all or any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within that does not, in the opinion of the Trustee, adversely affect the rights of any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date Holder of such supplemental indenture and entitled to the benefits of such provision; orSecurities in any material respect; (6ix) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; ortrustee; (9x) [intentionally omitted]; orto establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12xi) to make any change necessary to make this Indenture, the Securities of any series or the Security Guarantee relating to any series of Securities, as applicable, consistent with the description of the Securities in the prospectus or any related prospectus supplement relating to such Securities; (xii) to conform the text of this Indenture, the Securities of any series or the Security Guarantee relating to any series of Securities, as applicable, with the description of the Securities in the prospectus or any related prospectus supplement relating to such Securities to the extent such provision this Indenture, the Securities of any series or the Security Guarantee relating to any series of Securities, as applicable, was intended to be a substantially verbatim recitation of a provision of this Indenture, the Securities of any series or the Security Guarantee relating to any series of Securities, as applicable, as determined in good faith by the Company (which intent will be established by an Officer’s Certificate); (xiii) to correct or supplement any provision of this Indenture that may be inconsistent with any other change that does provision of this Indenture or to make any other provisions with respect to matters or questions arising under this Indenture; provided, such actions shall not adversely affect the rights interests of any Holder; or (13xiv) to make 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 comply with the Trust Indenture Act execution of 1939 such supplemental indenture which is entitled to the benefit of any such provision. (b) After an amendment or any amendment thereofsupplement under this Section 10.01 becomes effective, the Company shall give to Holders of the affected Securities a notice briefly describing such amendment. The failure to give such notice to all Holders, or any requirement defect therein, shall not impair or affect the validity of the Securities and Exchange Commission in connection with the qualification of an amendment under this Indenture under the Trust Indenture Act of 1939 or any amendment thereofSection 10.01.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 heretohereto or otherwise amend this Indenture, 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; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of the Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default with respect to all or any series for the benefit of the Holders of the Securities; 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) permit or to facilitate the issuance of Securities in global 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of secure the Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior pursuant to the date requirements of such supplemental indenture and entitled to the benefits of such provisionSection 1009 or otherwise; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611; or (97) [intentionally omitted]to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (7) shall not adversely affect the interests of the Holders of Securities in any material respect; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change 8) to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement requirements of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act Act; or (9) to make any other change that does not adversely affect the interests of 1939 any Holder of Securities in any material respect. After an amendment under this Section becomes effective, the Company shall mail to Holders of Securities a notice briefly describing such amendment. The failure to give such notice to all Holders of Securities, or any defect therein, shall not impair or affect the validity of an amendment thereofunder this Section.

Supplemental Indentures Without Consent of Holders. (a) Without the consent of the Holders of any Holders, the CompanyNotes (except as expressly provided below in this Section 8.1), when authorized by or pursuant to a Board ResolutionResolutions, and subject to the Trusteerequirements provided below in this Section 8.1, at any time the Co-Issuers and from time to time, the Trustee may enter into execute one or more indentures supplemental heretoto this Indenture, in form reasonably satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company Issuer or the Co-Issuer and the assumption by any such the successor Person of the covenants obligations of the Company herein Issuer or the Co-Issuer in this Indenture and in the Securities; orNotes; (2) evidence the addition of an additional issuer that will acquire securities from the Issuer and pledge its assets to secure the obligations of the Issuer secured by the Collateral, to the extent necessary to permit the Issuer to comply with any statute, rule, or regulation applicable to the Issuer, and the assumption by the additional issuer of the obligations of the Issuer under this Indenture and in the Notes; (3) add to the covenants of the Company Co-Issuers or the 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 in this Indenture conferred upon on the Company; or (3) to add any additional Events of Default with respect to all or any series of Securities; orCo-Issuers; (4) convey, transfer, assign, mortgage, or pledge any property to the Trustee, or add to the conditions, limitations, or change any restrictions on the authorized amount, terms, and purposes of the provisions issue, authentication, and delivery 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; orNotes; (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder under this Indenture by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder under this Indenture by more than one Trustee, pursuant to the requirements of Section 6.11; orSections 6.9, 6.10, and 6.12; (6) correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey, and confirm to the Trustee any property subject or required to be subject to the lien of this Indenture (including all actions appropriate as a result of changes in applicable law or regulations) or to subject to the lien of this Indenture any additional property; (7) modify the restrictions on and procedures for resales and other transfers of the Notes to reflect any changes in applicable law or regulation (or its interpretation) (and with the consent of the Collateral Manager regarding changes in procedures or restrictions based upon ERISA or regulations used thereunder) or to enable the Co-Issuers to rely on any exemption from registration under the Securities Act or the Investment Company Act (including without limitation, Rule 3a-7 of the Investment Company Act) or to remove restrictions on resale and transfer to the extent not required under this Indenture; (8) to make any modification or amendment determined by the Issuer or the Collateral Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Secured Notes to not be considered an "ownership interest" as defined for purposes of the V▇▇▇▇▇▇ Rule or (B) for the Issuer to not otherwise be considered a "covered fund" as defined for purposes of the V▇▇▇▇▇▇ Rule, in each case so long (1) as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an opinion of counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion), and (2) written consent to such supplemental indenture has been obtained from a Majority of the Controlling Class; (9) [intentionally omitted]; orconform any terms of this Indenture to those described in the Offering Memorandum; (10) if allowed without penalty under applicable laws and regulationsotherwise correct any inconsistency or cure any ambiguity or errors in this Indenture; provided that written consent to such supplemental indenture has been obtained from a Majority of the Controlling Class, such consent not to permit payment in the United States of principalbe unreasonably withheld, premium, if any, delayed or interest, if any, on Bearer Securities or coupons, if any; orconditioned; (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or accommodate the Securities of a series to any provision issuance of the description thereof set forth Notes in book-entry form through the final prospectusfacilities of DTC or otherwise (and, offering memorandum or other offering documentafter the occurrence of an event described in Section 2.11(a), as supplemented as to accommodate the issuance of the time of sale, under which such Securities were sold; orNotes in definitive form); (12) take any appropriate action to make any prevent the Co-Issuers, the Holders of Notes, or the Trustee from becoming subject to withholding or other change that does not adversely affect taxes, fees, or assessments or to prevent the rights of any Holder; orIssuer from being (or as if it were) treated as being engaged in a U.S. trade or business for U.S. federal income tax purposes or otherwise from being subject to tax on a net income basis; (13) take any action necessary or advisable to make any change allow the Issuer to comply (or facilitate compliance) with the Trust Indenture Act of 1939 or any amendment thereofFATCA (including providing for remedies against, or imposing penalties upon, any requirement holder who fails to deliver the information required under FATCA or is non-compliant with FATCA); (14) authorize the appointment of the Securities and Exchange Commission any listing agent, Transfer Agent, Paying Agent, or additional registrar for any Class of Notes appropriate in connection with the qualification listing of any Class of Notes (other than the Class X Notes) on the Irish Stock Exchange or any other stock exchange, and otherwise to amend this Indenture under to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, Transfer Agent, Paying Agent, or additional registrar for any Class of Notes in connection with its appointment, so long as the Trust Indenture Act supplemental indenture would not materially and adversely affect any Holder of 1939 any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion), to the effect that the modification would not be materially adverse to the Holders of any amendment thereof.Class of Notes; (15) modify Section 3.4 to be consistent with applicable laws or Rating Agency requirements (provided that any supplemental indenture pursuant to this clause shall require the consent of a Majority of the Controlling Class);

Supplemental Indentures Without Consent of Holders. (a) Without the consent of the Holders of any Holders, Securities (except any consent explicitly required below) (but with the Company, when authorized by or pursuant to a Board Resolution, written consent of the Collateral Manager) and the Trustee, at any time and from time to time, subject to Section 8.3, and without regard to whether any Class would be materially and adversely affected thereby (except as expressly provided below), the Issuer and the Trustee 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 Issuer and the assumption by any such successor Person of the covenants of the Company Issuer herein and in the Securities; or; (2ii) to add to the covenants of the Company Issuer or the 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) or to surrender any right or power herein conferred upon the Company; orSecured Parties; (3iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add any additional Events to the conditions, limitations or restrictions on the authorized amount, terms and purposes of Default with respect to all or any series the issue, authentication and delivery of the Securities; or; (4iv) 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series ▇▇▇▇▇▇▇ and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 6.117.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Securities to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Securities to the extent not required under clause (vi) above; (viii) to facilitate (A) the listing of any of the Notes on any non-U.S. exchange, (B) compliance with the guidelines of such exchange, or (C) if so listed, the de-listing of any of the Notes from such exchange if the Collateral Manager determines that the costs and burdens of maintaining such listing are excessive; (ix) to correct any inconsistent or defective provisions herein or to cure any ambiguity, omission or errors herein; provided that any such supplemental indenture does not materially and adversely affect the rights and interests of any Class of Notes; (x) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary, advisable, or helpful to prevent the Issuer, or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other Taxes or fees, or to reduce the risk that the Issuer may be treated as publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise be subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code or any similar provision of law); (A) with the consent of the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares, to make such changes as shall be necessary to permit the Issuer to issue Additional Securities of any one or more existing Classes or Junior Mezzanine Notes in accordance with this Indenture or (B) at the direction of a Majority of the Preferred Shares, to permit the Issuer to issue replacement securities in connection with a Refinancing or to reduce the Interest Rate of a Class of Re-Pricing Eligible Notes in connection with a Re-Pricing, in each case in accordance with this Indenture; provided that, for the avoidance of doubt, the supplemental indenture executed in connection therewith shall only effect such additional issuance, Re-Pricing or Refinancing, as applicable, and shall not modify any other provisions of this Indenture; ; provided further that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xiii) to modify the procedures herein relating to compliance with Rule 17g-5; (xiv) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by the Rating Agency or any use of the Rating Agency’s credit models or guidelines for ratings determination) relating to collateral debt obligations in general published or otherwise communicated by the Rating Agency; provided that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xv) following receipt by the Issuer of written advice of counsel with a national reputation and experienced in such matters (which may be via e-mail), to amend, modify or otherwise accommodate changes to this Indenture to comply with any statute, rule or regulation enacted by regulatory agencies of the United States federal government, or by any Member State of the European Economic Area or otherwise under European law, after the Closing Date that are applicable to the Issuer, the Notes, the Preferred Shares or the transactions contemplated by this Indenture or the Offering Circular, including, without limitation, the EU/UK Risk Retention Requirements or any other applicable provision of each Securitization Regulation, U.S. Risk Retention Rules, securities laws or the ▇▇▇▇-▇▇▇▇▇ Act and all rules, regulations, and technical or interpretive guidance thereunder, or any amendment in relation to the ▇▇▇▇▇▇▇ Rule; (xvi) notwithstanding paragraph (xv) above, to make any modification determined by the Retention Holder or the Collateral Manager necessary or desirable to comply with any Article 7 Reporting Request and/or to facilitate any related Article 7 Reporting (including to reflect the appointment of any Reporting Agent in connection therewith); (xvii) to amend the name of the Issuer; (xviii) (A) to modify or amend any component of the Collateral Quality Test and the definitions related thereto which affect the calculation thereof or (B) to modify the definition of “Credit Improved Obligation,” “Credit Risk Obligation,” “Defaulted Obligation” or “Equity Security,” the restrictions on the sales of Collateral Obligations set forth herein or the Investment Criteria set forth herein (other than the calculation of the Concentration Limitations and the Collateral Quality Test); provided, in each case under the foregoing clauses (A) and (B), that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class; (xix) [reserved]; (xx) to facilitate the issuance of participation notes, combination notes, composite securities, and other similar securities by the Issuer; (xxi) to modify any provision to facilitate an exchange of one Note for another Note that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xxii) to evidence any waiver or modification by the Rating Agency as to any material requirement or condition, as applicable, of the Rating Agency set forth herein; provided that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xxiii) to evidence any waiver or modification by the Rating Agency as to any material requirement or condition, as applicable, of the Rating Agency set forth herein; provided that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xxiv) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xxv) to change the date within the month on which reports are required to be delivered hereunder; (xxvi) to enter into any additional agreements not expressly prohibited by this Indenture if the Issuer determines that such agreement would not, upon or after becoming effective, materially and adversely affect the rights and interests of the Holders of any Class of Securities; provided that (x) any such additional agreements include customary limited recourse and non-petition provisions and (y) consent to such supplemental indenture has been obtained from a Majority of the Controlling Class and a Majority of the Preferred Shares (such consents not to be unreasonably withheld, delayed or conditioned); (xxvii) following the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, to enter into a Benchmark Replacement Rate Amendment if the Collateral Manager determines that a supplemental indenture is necessary in order to adopt a Benchmark Replacement and/or to make Benchmark Replacement Conforming Changes; (xxviii) to make such amendments as are necessary or advisable in the good faith and reasonable judgment of the Collateral Manager to conform this Indenture to any publication by the Relevant Governmental Body on or after the Closing Date of any new or updated recommendations with respect to reference rate replacement language for the leveraged loan market or the collateralized loan obligation market; (xxix) to amend, modify or otherwise change the provisions of this Indenture so that (1) the Issuer is not a “covered fund” under the ▇▇▇▇▇▇▇ Rule, (2) the Notes are not considered to constitute “ownership interests” under the ▇▇▇▇▇▇▇ Rule or (3) ownership of the Notes will otherwise be exempt from the ▇▇▇▇▇▇▇ Rule; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12xxx) to make any other change that does not adversely affect amendments necessary or desirable (as determined by the rights of any Holder; or (13Collateral Manager in its sole discretion) to make effect a change in the Issuer’s jurisdiction of formation (whether by merger, reincorporation, transfer of assets or otherwise) following any change other development or regulatory action with respect to comply with anti-money laundering, bribery or corruption matters which could reasonably (as determined by the Trust Indenture Act of 1939 or any amendment thereof, or any requirement Collateral Manager in its sole discretion) have a negative impact on the financial and/or regulatory treatment of the Issuer, the Securities and Exchange Commission in connection with or the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofHolders.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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; or (2) to add to the covenants of the Company or to the Events of Default for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default with respect to all or any series of secure the Securities; or (4) to add cure any ambiguity, to correct or change supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided such action shall not adversely affect the interests of the Holders in any material respect or, in the case of a series issued to the Burlington Resources Trust and for so long as any of the provisions related Trust Securities of this Indenture to such extent as Burlington Resources Trust shall be necessary to facilitate remain outstanding, the issuance holders 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 formsuch Trust Securities; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee 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, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereof.

Supplemental Indentures Without Consent of Holders. (a) Without the consent of any HoldersHolders (other than as expressly provided in this Section 8.1), but only with the prior written consent of the Asset Manager, the Company, when authorized by or pursuant to a Board Resolution, Issuer and the Collateral Trustee, at any time and from time to time, time may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Collateral Trustee, (x) if such supplemental indenture would have no material adverse effect on any Class of Debt or (y) notwithstanding anything to the contrary in this Indenture or the Credit Agreements, for any of the following purposes: (1i) to evidence the succession of another any Person to the Company Issuer, and the assumption by any such successor Person of the covenants and obligations of the Company Issuer contained herein or in the Credit Agreements and in the Securities; orDebt; (2ii) to add to the covenants of the Company Issuer or the Collateral 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 SecuritiesDebt, 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; orIssuer by this Indenture or the Credit Agreements; (3iii) to add convey, transfer, assign, mortgage or pledge any additional Events property to or with the Collateral Trustee, or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of Default with respect to all or any series the issue, authentication and delivery of Securities; orthe Debt; (4iv) 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Collateral 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 the Credit Agreements as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Collateral Trustee, pursuant to the requirements of Sections 6.9, 6.10 or 6.12; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to correct, amplify or otherwise improve any pledge, assignment or conveyance to the Collateral Trustee of any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations), or to cause any additional property to be subject to the lien of this Indenture; (vi) to cure any ambiguity or manifest error or correct or supplement any provisions herein or in the Credit Agreements which may be defective or inconsistent with any other provision or make any modification that is of a formal, minor or technical nature; provided that, notwithstanding anything in this Indenture to the contrary and without regard to any other consent requirement specified in this Indenture, any supplemental indenture to be entered into pursuant this clause (vi) may also provide for any corrective measures or ancillary amendments (as determined by the Issuer or the Asset Manager on its behalf) to this Indenture to give effect to such supplemental indenture as if it had been effective as of the Closing Date; (vii) to take any action necessary or advisable to prevent the Issuer, the Holders or beneficial owners of any Class of Debt or the Collateral Trustee from becoming subject to (or otherwise to reduce) withholding or other taxes, fees or assessments; (viii) to amend, modify or otherwise accommodate changes to the provisions hereof to (A) effect the issuance and/or incurrence of Additional Debt in accordance with the requirements of Section 6.112.11 or the Credit Agreements or participation notes, combination notes, composite securities and other similar securities in connection therewith or (B) in connection with the issuance and/or incurrence of Additional Debt or a Refinancing, with the consent of the Asset Manager, make such amendments, modifications or changes that do not materially and adversely affect the rights or interest of holders of any Class of Debt and are determined by the Asset Manager to be necessary in order for such issuance and/or incurrence of additional Debt or Refinancing not to be in violation of any U.S. Risk Retention Rules; (ix) to modify the restrictions on and procedures for resales and other transfers of the Debt to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any less restrictive exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder after receipt of an Opinion of Counsel; (x) to accommodate the settlement of the Debt in book-entry form through the facilities of the Depository or otherwise; (xi) to conform this Indenture and/or the Credit Agreements to the Final Offering Memorandum; (xii) to authorize the appointment of any listing agent, Transfer Agent, Paying Agent or additional registrar for any Class of Debt required or advisable in connection with the listing of any Class of Debt on any stock exchange, and otherwise to amend this Indenture or the Credit Agreements to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, Transfer Agent, Paying Agent or additional registrar for any Class of Debt in connection therewith; (xiii) to make appropriate changes for the Debt to be listed on an exchange or to make appropriate changes for the Debt to be de-listed from an exchange, if, in the sole judgment of the Asset Manager, the maintenance of the listing is unduly onerous or burdensome; (xiv) to modify the representations as to Collateral in this Indenture in order that it may be consistent with applicable laws or Rating Agency requirements; (xv) to evidence any waiver by any Rating Agency as to any requirement or condition, as applicable, of the Rating Agency in this Indenture or the Credit Agreements; (xvi) to facilitate hedging transactions; (xvii) to facilitate the repurchase of Debt by the Issuer in accordance with Section 7.20; (xviii) to modify any provision to facilitate an exchange of one security for another security of the same issuers that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xix) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by any Rating Agency or any use of the Rating Agency’s credit models or guidelines for ratings determination, including, for the avoidance of doubt, ratings on the Rated Debt or the Underlying Assets) relating to collateral debt obligations in general published or otherwise communicated by the applicable Rating Agency; (xx) to change the name of the Issuer in connection with the change in name or identity of the Asset Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxi) to amend, modify or otherwise accommodate changes to this Indenture relating to compliance with Rule 17g-5 under the Exchange Act or to permit compliance with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (including, without limitation, the V▇▇▇▇▇▇ Rule), as applicable to the Issuer, the Asset Manager or the Debt, or to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Debt or the transactions contemplated by this Indenture or the Credit Agreements; (xxii) to reduce the Authorized Denomination of any Class, subject to applicable law; provided that such reduction does not result in additional requirements in connection with any stock exchange on which Debt is listed; (xxiii) to effect or facilitate any Refinancing or Re-Pricing in accordance with the requirements of Article IX; (1) in connection with a Refinancing or Re-Pricing of any of the Debt, with the written consent of the Holders of a Majority of the Subordinated Notes and the Asset Manager, to extend the end date of the Non-Call Period for all Classes to a date after the effective date of such Refinancing or Re-Pricing, or (2) in connection with a Refinancing of all Classes of Rated Debt in full, with the written consent of the Holders of a Majority of the Subordinated Notes and the Asset Manager, modifications to (A) effect an extension of the end of the Reinvestment Period, (B) effect an extension of the Non-Call Period, (C) modify the Weighted Average Life Test, (D) provide for a stated maturity of the replacement securities or loans or other financial arrangements issued or entered into in connection with such Refinancing that is later than the Stated Maturity of the Rated Debt, (E) effect an extension of the Stated Maturity of the Subordinated Notes or (F) to otherwise modify the terms of this Indenture in connection with or to effect a Refinancing in accordance with the requirements of Article IX; (xxv) to make any modification or amendment determined by the Issuer or the Asset Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Rated Debt to not be considered an “ownership interest” as defined for purposes of the V▇▇▇▇▇▇ Rule, (B) for the Issuer to not otherwise be considered a “covered fund” as defined for purposes of the V▇▇▇▇▇▇ Rule or (C) for ownership of the Rated Debt to be otherwise exempt from the V▇▇▇▇▇▇ Rule, in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Debt, as evidenced by an officer’s certificate of the Issuer, the Asset Manager or any investment banking firm or other independent expert familiar with the market for the Debt; (xxvi) to make any Benchmark Replacement Conforming Changes following the effective date of an Alternative Reference Rate; (xxvii) to take any action necessary or advisable for the Bankruptcy Subordination Agreement; and to issue a new Note or Notes in respect of, or issue one or more new sub-classes of, any Class of Debt, in each case with new identifiers (including CUSIPs, ISINs and Common Codes, as applicable), to the extent that the Issuer or the Collateral Trustee determines that one or more beneficial owners of the Debt of such Class have failed to comply with the Bankruptcy Subordination Agreement; provided that any sub-class of a Class of Debt issued pursuant to this clause shall be issued on identical terms as, and rank pari passu in all respects with, the existing Notes of such Class; (xxviii) to amend, modify or otherwise accommodate changes to this Indenture or the Credit Agreements to facilitate the Issuer’s or the Asset Manager’s compliance with the U.S. Risk Retention Rules, the EU Securitisation Regulation or the UK Securitisation Framework or the EU/UK Transparency Requirements (including any legislation supplemental thereto) or to provide information to Holders of the Debt or Competent Authorities (as determined under the EU Securitisation Regulation or the UK Securitisation Framework) of the type contemplated by the EU/UK Transparency Requirements for transactions subject to the EU/UK Transparency Requirements, if the Asset Manager has determined based on advice of nationally recognized counsel that such amendment, modification or other change is necessary or advisable to facilitate the Issuer’s or the Asset Manager’s compliance with the U.S. Risk Retention Rules, the EU Securitisation Regulation or the UK Securitisation Framework, as applicable; or (9xxix) [intentionally omitted]; orto take any action necessary or advisable to prevent the Issuer, the Holders or beneficial owners of any Class of Debt or the Collateral Trustee from becoming subject to (or otherwise to reduce) withholding or other taxes, fees or assessments. (10b) if allowed without penalty under applicable laws and regulations, The Collateral Trustee is hereby authorized to permit payment join in the United States execution of principalany such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, premiumbut the Collateral Trustee shall not be obligated to enter into any such supplemental indenture which affects the Collateral Trustee’s own rights, if anyduties, liabilities or interestimmunities under this Indenture or otherwise, if any, on Bearer Securities or coupons, if any; orexcept to the extent required by law. (11c) No such proposed supplemental indenture under clause (a)(y)(viii) with respect to cure issuances of additional Class A Notes or reform Additional Debt ranking pari passu with the existing Class A Notes may be executed without the consent of a Majority of the Class A Notes. (d) No such proposed supplemental indenture under clauses (a)(x), (a)(y)(xiv), (a)(y)(xv), (a)(y)(xix) or (a)(y)(xxv) may be executed pursuant to such clause without the consent of a Majority of the Controlling Class if a Majority of the Controlling Class notifies the Collateral Trustee that the Controlling Class objects in writing to such supplemental indenture within 10 Business Days of the Collateral Trustee’s distribution of a notice of such proposed supplemental indenture pursuant to Section 8.3(a); provided that such objection may be withdrawn by any ambiguityHolder at any time. (e) To the extent the Issuer executes a supplemental indenture or other modification or amendment of this Indenture for purposes of conforming this Indenture to the Final Offering Memorandum pursuant to clause (a)(y)(xi) above and one or more other amendment provisions described above also applies to such conforming amendment effected by such supplemental indenture or other modification or amendment, defectsuch supplemental indenture or other modification or amendment of this Indenture will be deemed to be a supplemental indenture, omission, mistake, manifest error modification or inconsistency or amendment to conform this Indenture or to the Securities of a series Final Offering Memorandum pursuant to any provision clause (a)(y)(xi) above regardless of the description thereof applicability of any other provision regarding supplemental indentures set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofIndenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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; or (2) to add to the covenants of the Company for the equal and ratable 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 SecuritiesHolders, 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 secure the Company's obligations in respect of Default with respect to all or any series of the Securities; or (4) to add make provision with respect to or change any the conversion rights of Holders pursuant to the provisions requirements 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 formArticle XIII; or (5) to amend make any changes or supplement modifications to this Indenture necessary in connection with the registration of any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Transfer Restricted Securities or to one or more under the Securities within any series Act as specified in such supplemental indenture)contemplated by Section 10.11, provided that such amendment or supplement does action pursuant to this clause (5) shall not apply to any Outstanding Security issued prior to adversely affect the date interests of such supplemental indenture and entitled to the benefits Holders of such provisionSecurities; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error to correct or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under herein which such Securities were sold; or (12) to make may be inconsistent with any other change that does not adversely affect the rights provision herein, to correct or supplement any provision herein which limits, qualifies or conflicts with a provision of any Holder; or (13) to make any change to comply with the Trust Indenture Act which is required under such Act to be a part of 1939 or and govern this Indenture, in any amendment thereof, or any requirement of case to the Securities and Exchange Commission in connection with the qualification of extent necessary to qualify this Indenture under the Trust Indenture Act Act, 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 1939 this Indenture; provided that such action pursuant to this clause (6) shall not adversely affect the interests or legal rights of the Holders in any amendment thereofmaterial respect.

Supplemental Indentures Without Consent of Holders. (a) Without the consent of the Holders of any Holders, Securities (except any consent explicitly required below) (but with the Company, when authorized by or pursuant to a Board Resolution, written consent of the Collateral Manager) and the Trustee, at any time and from time to time, subject to Section 8.3, and without regard to whether any Class would be materially and adversely affected thereby (except as expressly provided below), the Issuer and the Collateral Trustee may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Collateral Trustee, for any of the following purposes: (1i) to evidence the succession of another Person to the Company Issuer and the assumption by any such successor Person of the covenants of the Company herein Issuer herein, in the Class A-1L-1 Loan Agreement, in the Class A-1L-2 Loan Agreement and in the Securities; or; (2ii) to add to the covenants of the Company Issuer or the Collateral 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) or to surrender any right or power herein conferred upon the Company; orSecured Parties; (3iii) to convey, transfer, assign, mortgage or pledge any property to or with the Collateral Trustee or add any additional Events to the conditions, limitations or restrictions on the authorized amount, terms and purposes of Default with respect to all or any series the issue, authentication and delivery of the Securities; or; (4iv) 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Collateral Trustee with respect to (or under the Securities of one Class A-1L-1 Loan Agreement or more series under the Class A-1L-2 Loan Agreement by a successor Loan Agent) 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 Collateral Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Collateral Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 6.117.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Securities to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Securities to the extent not required under clause (vi) above; (viii) to facilitate (A) the listing of any of the Debt on any non-U.S. exchange, (B) compliance with the guidelines of such exchange, or (C) if so listed, the de-listing of any of the Debt from such exchange if the Collateral Manager determines that the costs and burdens of maintaining such listing are excessive; (ix) to correct any inconsistent or defective provisions herein or to cure any ambiguity, omission or errors herein; provided that any such supplemental indenture does not materially and adversely affect the rights and interests of any Class of Debt; (x) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary, advisable, or helpful to prevent the Issuer, or the holders of any Debt from being subject to (or to otherwise reduce) withholding or other Taxes or fees, or to reduce the risk that the Issuer may be treated as publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise be subject to U.S. federal, state or local income tax on a net basis (including any tax liability imposed under Section 1446 of the Code or any similar provision of law); (A) with the consent of the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares, to make such changes as shall be necessary to permit the Issuer to issue or incur, as applicable, additional Securities of any one or more existing Classes or Junior Mezzanine Debt in accordance with this Indenture or (B) at the direction of a Majority of the Preferred Shares, to permit the Issuer to issue or incur, as applicable, replacement securities in connection with a Refinancing or to reduce the Interest Rate of a Class of Re-Pricing Eligible Debt in connection with a Re-Pricing, in each case in accordance with this Indenture; provided, that, for the avoidance of doubt, the supplemental indenture executed in connection therewith shall only effect such additional issuance or incurrence, as applicable, Re-Pricing or Refinancing, as applicable, and shall not modify any other provisions of herein; provided further that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xiii) to modify the procedures herein relating to compliance with Rule 17g-5; (xiv) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by the Rating Agency or any use of the Rating Agency’s credit models or guidelines for ratings determination) relating to collateral debt obligations in general published or otherwise communicated by the Rating Agency; provided that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xv) following receipt by the Issuer of written advice of counsel with a national reputation and experienced in such matters (which may be via e-mail), to amend, modify or otherwise accommodate changes to this Indenture to comply with any statute, rule or regulation enacted by regulatory agencies of the United States federal government, or by any Member State of the European Economic Area or otherwise under European law, after the Closing Date that are applicable to the Issuer, the Debt, the Preferred Shares or the transactions contemplated by this Indenture or the Offering Circular, including, without limitation, the EU/UK Risk Retention Requirements or any other applicable provision of each Securitization Regulation, U.S. Risk Retention Rules, securities laws or the ▇▇▇▇-▇▇▇▇▇ Act and all rules, regulations, and technical or interpretive guidance thereunder, or any amendment in relation to the ▇▇▇▇▇▇▇ Rule; (xvi) notwithstanding paragraph (xv) above, to make any modification determined by the Retention Holder or the Collateral Manager necessary or desirable to comply with any Article 7 Reporting Request and/or to facilitate any related Article 7 Reporting (including to reflect the appointment of any Reporting Agent in connection therewith); (xvii) to amend the name of the Issuer; (xviii) (A) to modify or amend any component of the Collateral Quality Test and the definitions related thereto which affect the calculation thereof or (B) to modify the definition of “Credit Improved Obligation,” “Credit Risk Obligation,” “Defaulted Obligation” or “Equity Security,” the restrictions on the sales of Collateral Obligations set forth herein or the Investment Criteria set forth herein (other than the calculation of the Concentration Limitations and the Collateral Quality Test); provided, in each case under the foregoing clauses (A) and (B), that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xix) to modify or amend any component of the Concentration Limitations and the definitions related thereto which affect the calculation thereof, so long as (A) the Collateral Manager certifies that no Class of Debt would be materially and adversely affected thereby and (B) the S&P Rating Condition is satisfied; provided that, in connection with any supplemental indenture pursuant to this clause (xix) to increase or widen any component of the Concentration Limitations, consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xx) to facilitate the issuance of participation notes, combination notes, composite securities, and other similar securities by the Issuer; (xxi) to modify any provision to facilitate an exchange of one Debt for another Debt that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xxii) to evidence any waiver or modification by the Rating Agency as to any material requirement or condition, as applicable, of the Rating Agency set forth herein; provided that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xxiii) to accommodate the settlement of the Debt in book-entry form through the facilities of DTC or otherwise; (xxiv) to change the date within the month on which reports are required to be delivered hereunder; (xxv) to enter into any additional agreements not expressly prohibited by this Indenture if the Issuer determines that such agreement would not, upon or after becoming effective, materially and adversely affect the rights and interests of the Holders of any Class of Securities; provided that (x) any such additional agreements include customary limited recourse and non-petition provisions and (y) consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, delayed or conditioned); (xxvi) following the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, to enter into a Benchmark Replacement Rate Amendment if the Collateral Manager determines that a supplemental indenture is necessary in order to adopt a Benchmark Replacement and/or to make Benchmark Replacement Conforming Changes; (xxvii) to make such amendments as are necessary or advisable in the good faith and reasonable judgment of the Collateral Manager to conform this Indenture to any publication by the Relevant Governmental Body on or after the Closing Date of any new or updated recommendations with respect to reference rate replacement language for the leveraged loan market or the collateralized loan obligation market; (xxviii) to amend, modify or otherwise change the provisions of this Indenture so that (1) the Issuer is not a “covered fund” under the ▇▇▇▇▇▇▇ Rule, (2) the Debt is not considered to constitute “ownership interests” under the ▇▇▇▇▇▇▇ Rule or (3) ownership of the Debt will otherwise be exempt from the ▇▇▇▇▇▇▇ Rule; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12xxix) to make any other change that does not adversely affect amendments necessary or desirable (as determined by the rights of any Holder; or (13Collateral Manager in its sole discretion) to make effect a change in the Issuer’s jurisdiction of formation (whether by merger, reincorporation, transfer of assets or otherwise) following any change other development or regulatory action with respect to comply with anti-money laundering, bribery or corruption matters which could reasonably (as determined by the Trust Indenture Act of 1939 or any amendment thereof, or any requirement Collateral Manager in its sole discretion) have a negative impact on the financial and/or regulatory treatment of the Issuer, the Securities and Exchange Commission in connection with or the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofHolders.

Supplemental Indentures Without Consent of Holders. (a) Without the consent of the Holders of any Holders, Securities (except any consent explicitly required below) (but with the Company, when authorized by or pursuant to a Board Resolution, written consent of the Collateral Manager) and the Trustee, at any time and from time to time, subject to Section 8.3, and without regard to whether any Class would be materially and adversely affected thereby (except as expressly provided below), the Issuer and the Trustee 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 Issuer and the assumption by any such successor Person of the covenants of the Company herein and Issuer herein, in the Securities; or; (2ii) to add to the covenants of the Company Issuer or the 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) or to surrender any right or power herein conferred upon the Company; orSecured Parties; (3iii) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or add any additional Events to the conditions, limitations or restrictions on the authorized amount, terms and purposes of Default with respect to all or any series the issue, authentication and delivery of the Securities; or; (4iv) 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series ▇▇▇▇▇▇▇ and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 6.117.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Securities to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the 1940 Act or otherwise comply with any applicable securities law; (vii) to remove restrictions on resale and transfer of Securities to the extent not required under clause (vi) above; (viii) to facilitate (A) the listing of any of the Notes on any non-U.S. exchange, (B) compliance with the guidelines of such exchange, or (C) if so listed, the de-listing of any of the Notes from such exchange if the Collateral Manager determines that the costs and burdens of maintaining such listing are excessive; (ix) to correct any inconsistent or defective provisions herein or to cure any ambiguity, omission or errors herein; provided that any such supplemental indenture does not materially and adversely affect the rights and interests of the Class A Notes; (x) to conform the provisions of this Indenture to the Offering Circular; (xi) to take any action necessary, advisable, or helpful to prevent the Issuer, or the holders of any Notes from being subject to (or to otherwise reduce) withholding or other Taxes or fees, or to reduce the risk that the Issuer may be treated as publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal, state or local tax on a net income basis (including any tax liability imposed under Section 1446 of the Code or any similar provision of law); (A) with the consent of the Collateral Manager, the Retention Holder and a Majority of the Preferred Shares (and, solely with respect to an issuance of additional Secured Notes, the consent of a Majority of the Controlling Class (such consent not to be unreasonably withheld, delayed or conditioned)), to make such changes as shall be necessary to permit the Issuer to issue, Additional Securities of any one or more existing Classes or Junior Mezzanine Notes in accordance with this Indenture or (B) at the direction of a Majority of the Preferred Shares, to permit the Issuer to issue replacement securities in connection with a Refinancing or to reduce the Interest Rate of a Class of Re-Pricing Eligible Notes in connection with a Re-Pricing, in each case in accordance with this Indenture; provided that, for the avoidance of doubt, the supplemental indenture executed in connection therewith shall only effect such additional issuance, Re-Pricing or Refinancing, as applicable, and shall not modify any other provisions of this Indenture; (xiii) to modify the procedures herein relating to compliance with Rule 17g-5; (xiv) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by the Rating Agency or any use of the Rating Agency’s credit models or guidelines for ratings determination) relating to collateral debt obligations in general published or otherwise communicated by the Rating Agency; provided that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xv) following receipt by the Issuer of written advice of counsel with a national reputation and experienced in such matters (which may be via e-mail), to amend, modify or otherwise accommodate changes to this Indenture to comply with any statute, rule or regulation enacted by regulatory agencies of the United States federal government, or by any Member State of the European Economic Area or otherwise under European law, after the Closing Date that are applicable to the Issuer, the Notes, the Preferred Shares or the transactions contemplated by this Indenture or the Offering Circular, including, without limitation, the EU/UK Risk Retention Requirements or any other applicable provisions of each Securitization Regulation, U.S. Risk Retention Rules, securities laws or the ▇▇▇▇-▇▇▇▇▇ Act and all rules, regulations, and technical or interpretive guidance thereunder, or any amendment in relation to the ▇▇▇▇▇▇▇ Rule; provided that any amendment in relation to the ▇▇▇▇▇▇▇ Rule shall require the consent of each holder of Securities that notifies the Issuer that it is adversely affected thereby; (xvi) notwithstanding paragraph (xv) above, to make any modification determined by the Retention Holder or the Collateral Manager necessary or desirable to comply with any Article 7 Reporting Request and/or to facilitate any related Article 7 Reporting (including to reflect the appointment of any Reporting Agent in connection therewith); (xvii) to amend the name of the Issuer; (xviii) (A) to modify or amend any component of the Collateral Quality Test and the definitions related thereto which affect the calculation thereof or (B) to modify the definition of “Credit Improved Obligation,” “Credit Risk Obligation,” “Defaulted Obligation” or “Equity Security,” the restrictions on the sales of Collateral Obligations set forth herein or the Investment Criteria set forth herein (other than the calculation of the Concentration Limitations and the Collateral Quality Test); provided, in each case under the foregoing clauses (A) and (B), that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class; provided further that in connection with a Refinancing in part by Class, (x) if the most senior Class not subject to such Refinancing in part would be materially and adversely impacted by such supplemental indenture and (y) a Majority of such Class has provided written notice of objection to the Trustee within 10 Business Days after delivery of notice of such proposed supplemental indenture, the consent of a Majority of such Class shall be required prior to entering into such supplemental indenture; (xix) to facilitate the issuance of participation notes, combination notes, composite securities, and other similar securities by the Issuer; (xx) to modify any provision to facilitate an exchange of one Note for another Note that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xxi) to evidence any waiver or modification by the Rating Agency as to any material requirement or condition, as applicable, of the Rating Agency set forth herein; provided that consent to such supplemental indenture has been obtained from a Majority of the Controlling Class (such consent not to be unreasonably withheld, conditioned or delayed); (xxii) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xxiii) to change the date within the month on which reports are required to be delivered hereunder; (xxiv) to enter into any additional agreements not expressly prohibited by this Indenture if the Issuer determines that such agreement would not, upon or after becoming effective, materially and adversely affect the rights and interests of the Holders of any Class of Securities; provided that (x) any such additional agreements include customary limited recourse and non-petition provisions and (y) consent to such supplemental indenture has been obtained from a Majority of the Controlling Class and a Majority of the Preferred Shares (such consents not to be unreasonably withheld, delayed or conditioned); (xxv) following the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, to enter into a Benchmark Replacement Rate Amendment if the Collateral Manager determines that a supplemental indenture is necessary in order to adopt a Benchmark Replacement and/or to make Benchmark Replacement Conforming Changes; (xxvi) to make such amendments as are necessary or advisable in the good faith and reasonable judgment of the Collateral Manager to conform this Indenture to any publication by the Relevant Governmental Body on or after the Closing Date of any new or updated recommendations with respect to reference rate replacement language for the leveraged loan market or the collateralized loan obligation market; (xxvii) to amend, modify or otherwise change the provisions of this Indenture so that (1) the Issuer is not a “covered fund” under the ▇▇▇▇▇▇▇ Rule, (2) the Notes is not considered to constitute “ownership interests” under the ▇▇▇▇▇▇▇ Rule or (3) ownership of the Notes will otherwise be exempt from the ▇▇▇▇▇▇▇ Rule; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12xxviii) to make any other change that does not adversely affect amendments necessary or desirable (as determined by the rights of any Holder; or (13Collateral Manager in its sole discretion) to make effect a change in the Issuer’s jurisdiction of formation (whether by merger, reincorporation, transfer of assets or otherwise) following any change other development or regulatory action with respect to comply with anti-money laundering, bribery or corruption matters which could reasonably (as determined by the Trust Indenture Act of 1939 or any amendment thereof, or any requirement Collateral Manager in its sole discretion) have a negative impact on the financial and/or regulatory treatment of the Issuer, the Securities and Exchange Commission in connection with or the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofHolders.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 establish the form or forms or terms of Securities of any series as permitted by Sections 201 and 301; or (2) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (23) 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 (34) to add any additional Events of Default with respect to 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 (45) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance in respect 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities Securities, provided, however, that any such addition, change or to one elimination (A) shall become effective only when there is no such Security Outstanding or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does (B) not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provisionSecurities; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611; 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, however, 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) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement requirements of the Securities and Exchange Commission in connection with the qualification order to effect or maintain qualifications of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofAct.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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; 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 with respect to all or any series of SecuritiesDefault; 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) permit or to facilitate the issuance of Securities in global bearer form, registrable or not registrable as to principal, and with or without interest coupons; or (5) to amend change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the SecuritiesSecurities pursuant to the requirements of Sections 1004 and 1005 or otherwise; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611(b); or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error to correct or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth in the final prospectusherein which may be inconsistent with any other provision herein, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of the Holders of Securities of any Holder; or (13) to make series in any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofmaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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; or 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 or (3) to add any additional Events of Default with respect to all Default; or any series of Securities; 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) permit or to facilitate the issuance of Securities in global bearer form, registrable or not registrable as to principal, and with or without interest coupons; or or (5) to amend change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or or (6) to secure the SecuritiesSecurities of any series pursuant to the requirements of Section 1005 or otherwise; or or 67 59 901,902 (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611(b); or or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error to correct or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth in the final prospectusherein which may be inconsistent with any other provision herein, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Securities of any series in any material respect. SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of any Holderthe Holders of Securities of such series under this Indenture; or provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (131) to make any change to comply with the Trust Indenture Act Stated Maturity of 1939 the principal of, or any amendment instalment 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 any requirement reduce the amount of the principal of an Original Issue Discount Security that 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 the interest 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 68 60 902,903 (2) reduce the percentage in principal amount of the Outstanding Securities and Exchange Commission in connection 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 the qualification certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 513, except to increase any such percentage 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 affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(8). 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 Trust Indenture Holders of Securities of any other series. It shall not be necessary for any Act of 1939 or Holders under this Section to approve the particular form of any amendment 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 HoldersHolder, the CompanyCompany or any 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 cure any ambiguity, defect, or inconsistency, or make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the succession provisions of another Person this Indenture, provided such action pursuant to this clause shall not adversely affect the Company and the assumption by interests of any such successor of the covenants of the Company herein and Holder in the Securities; orany respect; (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 SecuritiesHolders, 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; orCompany or the Guarantors; (3) to add any provide for additional Events Guarantors of Default with respect to all or any series of the Securities; or; (4) to add evidence the succession of another Person to the Company, and the assumption by any such successor of the obligations of the Company, herein and in the Securities in accordance with Article V; (5) to comply with the TIA; (6) to evidence the succession of another corporation to any Guarantor and assumption by any such successor of the Guarantee of such Guarantor (as set forth in Section 11.4) in accordance with Article XI; (7) to evidence the release of any Guarantor in accordance with Article XI; (8) in any other case where a supplemental indenture is required or change any of permitted to be entered into pursuant to the provisions of this Indenture to such extent as shall be necessary to facilitate without the issuance consent 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; orany Holder; (59) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; orSecurities; (10) to secure the Securities if allowed without penalty under applicable laws and regulations, to permit payment required in accordance with the United States provisions of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if anySection 4.12; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform provide for the issuance and authentication of the Exchange Securities in exchange for the Initial Securities in compliance with this Indenture or and the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofRegistration Rights Agreement.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, Trustee (at the direction of the Company) 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; 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 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); or (4) to add to change or change eliminate any of the provisions of this Indenture 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 extent as shall be necessary supplemental indenture which is entitled to facilitate the issuance benefit 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 formsuch provision; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply make a change to one or more series the Securities of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to adversely affect the rights of any Outstanding Security issued prior to Holder of the date Securities of such supplemental indenture and entitled to the benefits of such provisionseries; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) 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 or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) 8) to cure or reform any ambiguity, defect, omission, mistake, manifest error to correct or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth in the final prospectusherein which may be defective or inconsistent with any other provision herein, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of the Holders of Securities of any Holder; orseries in any material respect; (139) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939 Act; or (10) to conform the Indenture or any amendment thereofthe Securities to the description thereof in the related prospectus, offering memorandum or disclosure document.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board ResolutionResolution of the Company, the Subsidiary Guarantors, when authorized by respective Board Resolutions of the Subsidiary Guarantors, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form 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; 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 with respect to all or any series of Securities; orDefault; (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) permit or to facilitate the issuance of Securities in global bearer form; or, 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; (5) to amend add to, change or supplement eliminate any provision contained herein or of the provisions of this Indenture in any supplemental indenture (which amendment or supplement may apply to respect of one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)Securities, provided that any such amendment addition, change or supplement does not elimination (A) shall neither (i) apply to any Outstanding Security issued of any series created prior to the date execution of such supplemental indenture and entitled to the benefits benefit of such provision; orprovision 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; (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.1; or3.01; (7) to comply with Section 8.01 and 8.02; (8) to provide for uncertificated Securities in addition to or in place of certificated Securities; (9) to secure the Securities; (10) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or6.08; (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or make provisions with respect to conform this Indenture or the Securities conversion rights of a series Holders pursuant to any provision the requirements of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; orArticle XV; (12) 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 change provisions with respect to matters or questions arising under this Indenture, provided that does such action pursuant to this clause (12) shall not adversely affect the rights interests of the Holders of Securities of any Holder; orseries in any material respect; (13) to make add new Subsidiary Guarantors pursuant to Section 13.05; or (14) to conform any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification provision of this Indenture under to the Trust Indenture Act “Description of 1939 Debt Securities” contained in the Prospectus or any amendment thereofsimilar provision contained in any supplement to the Prospectus relating to an offering of debt securities under this Indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Company 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, or successive successions, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein herein, in any indenture supplemental hereto and in the Securities, all as provided in Article Eleven; or (2) to add to the one or more covenants of the Company or other provisions for the benefit of the Holders of of, or to remain in effect only so long as there shall be Outstanding, all or any series of Securities Securities, or any Tranches thereof (and if such covenants or other provisions are to be for the benefit of less than all series of Securities, or any Tranche thereof, stating that such covenants or other provisions are expressly being included solely for the benefit of such series) series or such Tranches), or to surrender any right or power herein conferred upon the Company; or (3) to add correct or amplify the description of any property at any time subject to the Lien of this Indenture (whether contained in this Indenture or in any related security document); or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the Lien of this Indenture; or to subject to the Lien of this Indenture additional property (including property of Persons other than the Company) and to specify any additional Events of Default Permitted Liens with respect to all or any series of Securitiessuch additional property; 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series or Tranche as permitted by Sections 2.1 201 and 3.1301; or (8) 5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one all series, pursuant to the requirements of Section 911, or more to evidence and provide for the acceptance of appointment hereunder of a successor Trustee with respect to less than all series of Securities in the event the Trustee shall have a "conflicting interest" within the meaning of the Trust Indenture Act 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 Trustee (it being understood that any such successor Trustee may be appointed with respect to the requirements Securities of Section 6.11one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series and it being further understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee); such supplemental indenture (1) to contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, and (2) if the retiring Trustee is not retiring with respect to all Securities, to contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee; or (96) [intentionally omitted]to cure any ambiguity, to correct or supplement any provision in this Indenture which may be defective or inconsistent with any other provision herein, or to make any other additions to, deletions from or other changes to the provisions under this Indenture, provided that such additions, deletions or other changes shall not adversely affect the interests of any Holder of Securities of any series or Tranche; or (107) if allowed without penalty under applicable laws and regulations, to permit payment in comply with the United States rules or regulations of principal, premium, if any, any securities exchange or interest, if any, automated quotation system on Bearer which any of the Securities may be listed or coupons, if anytraded; or (11) 8) to cure modify, eliminate or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or add to conform the provisions of this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, such extent as supplemented as of the time of sale, under which such Securities were sold; or (12) shall be necessary to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with effect the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of 1939 which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted; or (9) to add to, change or eliminate any provisions of the Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (i) shall neither (A) apply to Securities of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision or (B) modify the rights of any Holder with respect to such provision or (ii) shall become effective only when there are no Securities of any such series Outstanding. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture, as originally executed and delivered, or at any time thereafter shall be amended and if any such amendment thereofshall require one or more changes to any provisions hereof or the inclusion herein of any additional provisions, or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof.

Supplemental Indentures Without Consent of Holders. Without the consent of or notice to any HoldersHolder, 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, and the assumption by any such successor of the covenants of the Company herein and in the SecuritiesDebentures contained; or (2b) to add convey, transfer, assign, mortgage or pledge any property to or with 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) Trustee or to surrender any right or power herein conferred upon the Company; or (3c) to add to covenants of the Company for the benefit of the Holders of the Debentures or to surrender any right or power herein conferred upon the Company; or (d) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article 13; or (e) to add any additional Events of Default with respect to all or any series of SecuritiesDefault; or (4f) to add cure any ambiguity, to correct or change 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 pursuant to this clause shall not materially adversely affect the interest of the Holders of Debentures [and for so long as any of the provisions Preferred Securities shall remain outstanding, the holders 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 formPreferred Securities]; or (5g) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts Trust hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or (9h) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement requirements of the Securities and Exchange Commission in connection with order to effect or maintain the qualification of this Indenture under the Trust Indenture Act Act; or (i) to make provision for transfer procedures, certification, book-entry provisions, the form of 1939 restricted securities legends, if any, to be placed on Debentures, and all other matters required pursuant to Section 3.5 [or any amendment thereofotherwise necessary, desirable or appropriate in connection with the issuance of Debentures to holders of Preferred Securities in the event of a distribution of Debentures by the Trust if a Special Event occurs and is continuing.]

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, but, so long as no Insurer Default has occurred and is continuing, with the Companyconsent of the Insurer, when authorized by or pursuant such consent (other than with respect to a Board Resolutionclause (7) below) not to be unreasonably withheld, and with the consent of the Swap Counterparty if the rights and interests of the Swap Counterparty are adversely affected thereby, the Company and the Trustee, at any time and from time to time, may Table of Contents enter into indentures supplemental heretoone or more Supplemental Indentures, in a 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; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities Notes (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; provided, that such covenants shall not materially adversely affect the interests of the Holders of any other series of Notes) or to surrender any right or power herein in this Indenture conferred upon the Company; or (32) to add any additional Events of Default with respect to for the benefit of the Holders (it being understood that all or any such additional Events of Default shall be for the benefit of all series of SecuritiesNotes); or (3) to provide additional collateral for the Notes; 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11Notes; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (115) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change facilitate an Exchange Offer and to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement requirements of the Securities and Exchange Commission SEC in connection with order to effect or maintain the qualification of this Indenture under the Trust TIA; or (6) to cure any ambiguity, to correct or supplement any provision in this Indenture Act which may be defective or inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with any of 1939 the provisions of this Indenture; provided that such action pursuant to this paragraph (6) shall not materially adversely affect the interests of the Holders of any series of Notes or the Insurer; or (7) to establish the terms of any amendment thereofseries of Additional Notes to be issued under this Indenture; or (8) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statue hereafter enacted, and to add to this indenture such other provisions as may be expressly required by the TIA.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 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; 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 with respect to all or any series of Securities; 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 (includingin bearer form, without limitation, to provide that Bearer Securities may be registrable or not registrable as to principal only) principal, and with or without interest coupons, or to facilitate the issuance of Securities in global form; or (5) to amend add to, change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment addition, change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.13.2; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.10; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, correct or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth in the final prospectus, offering memorandum herein which may be inconsistent with any other provision herein or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of the Holders of Securities of any Holder; or (13) to make series in any change to comply with the Trust Indenture Act of 1939 or any amendment thereofmaterial respect, or to cure any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 ambiguity or correct any amendment thereofmistake.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the CompanyIssuer, when authorized by or pursuant to a Board Managers' Resolution, and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Indenture 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 SecuritiesNotes; 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) Notes or to surrender any right or power herein conferred upon the CompanyIssuer; or (3) to add any additional Events of Default with respect to all or any series of SecuritiesDefault; 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 Bearer Securities (includingNotes in bearer form, without limitation, to provide that Bearer Securities may be registrable or not registrable as to principal only) principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities Notes in global uncertificated form; or (5) to amend change or supplement eliminate any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)the provisions of this Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only when there is no Note Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities Notes of any series as permitted by Sections 2.1 2.01 and 3.13.01; or (8) 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; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) 8) to cure or reform any ambiguity, defect, omission, mistake, manifest error to correct or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth in the final prospectusherein which may be inconsistent with any other provision herein, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of the Holders of Notes of any Holder; or series in any material respect. The Issuer and the Indenture Trustee may not enter into a supplemental indenture under this Section 8.01 (13other than paragraphs (1), (6) to make and (7)) that could materially adversely affect the Lenders without the prior written consent of the Credit Facility Agent. Such modifications include, but are not limited to, an increase in the Outstanding Principal Amount of a series of Notes (but not an issuance of Notes in accordance with this Indenture) and any change to comply with the Trust Indenture Act provisions of 1939 or Sections 5.02, 10.06 and 10.07 hereof. The Paying Agent and the Credit Facility Agent shall be given prior notice of any amendment thereofsuch modification, or any requirement of and such modification shall be notified to the Securities and Exchange Commission Holders as soon as practicable thereafter. Any supplemental indenture entered into in connection with items (1), (2), (3), (4), (5), (7) and (8) shall be for the qualification benefit of this Indenture under the Trust Indenture Act Holders of 1939 Notes of all series. In no event may a modification be made if such modification could cause the Issuer or any amendment thereofILFC Rhino I LLC to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 SecuritiesNotes; 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 SecuritiesHolders, 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; provided, however, that in respect of any such additional covenant such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; or (3) to add any additional Events of Default with respect to all or any series of Securitiessecure the Notes; or (4) to add make provisions with respect to or change any the conversion rights of Holders pursuant to the provisions requirements 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 formSection 13.11; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (96) [intentionally omitted]to add any additional Events of Default; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (117) to cure or reform any ambiguity, defect, omission, mistake, manifest error to correct or inconsistency or to conform this Indenture or the Securities of a series to supplement any provision of the description thereof set forth in the final prospectusherein or any supplemental indenture which may be inconsistent with any other provision herein, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided that does such action pursuant to this Clause (7) shall not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement interests of the Securities and Exchange Commission Holders in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofmaterial respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to secure the Securities pursuant to the requirements of Section 1006 or otherwise; or (2) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (23) to add to the covenants of the Company or the Events of Default for the benefit of the Holders of all or any series of Securities (and if such covenants or Events of Default 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 with respect to all or any series of Securities; orof (4) to add to to, change or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance in respect 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities Securities; provided, however, that any such addition, change or to one or more Securities within elimination shall become effective only when there is no Security Outstanding of any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (6) to secure the Securities; or (75) to establish the form or terms of Securities securities of any series as permitted by Sections 2.1 201 and 3.1301; or (8) 6) 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 provisions of law or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (6) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; 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 6.11611; or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations8) to modify, eliminate or add to permit payment in the United States provisions of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, such extent as supplemented as of the time of sale, under which such Securities were sold; or (12) shall be necessary to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with effect the qualification of this Indenture under the Trust Indenture Act of 1939 or under any amendment thereofsimilar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or Coupons, the Company, Company (when authorized by or pursuant to a Board Resolution, ) and the Trustee, at any time and from time to time, may 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 contained herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (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; or (3) to add any additional Events of Default with respect to all or any series of Securities; 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, to change or eliminate any restrictions on the payment of principal only) of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in any material respect; or (5) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (74) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or (8) 5) 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 6.116.9; or (6) to cure any ambiguity or 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 adversely affect the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material respect; or (7) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or (8) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or (9) [intentionally omitted]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 4, provided that any such action shall not adversely affect the interests of any Holder of an Outstanding Security of such series and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in secure the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if anySecurities; or (11) to cure make provisions with respect to conversion or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the exchange rights of Holders of Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were soldseries; or (12) to make amend or supplement any other change provision contained herein or in any supplemental indenture, provided that does not no such amendment or supplement shall materially adversely affect the rights interests of the Holders of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofthen Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, 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 SecuritiesSecurities 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 with respect to all or any series of SecuritiesDefault; or (46) to add to change or change eliminate 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture)Indenture, provided that any such amendment change or supplement does not apply to elimination shall become effective only when there is no Security Outstanding of any Outstanding Security issued series created prior to the date execution of such supplemental indenture and which is entitled to the benefits benefit of such provision; or (67) to secure the Securities; or 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 pursuant to this clause (7) to establish shall not materially adversely affect the form or terms interest of the Holders of Securities of any series or, in the case of the Securities of a series issued to a Liberty Trust and for so long as permitted by Sections 2.1 and 3.1any of the corresponding series of Preferred Securities shall remain outstanding, the holders of such Preferred Securities; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or (9) [intentionally omitted]; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement requirements of the Securities and Exchange Commission in connection with order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofAct.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities, the Companyan Issuer, 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 indentures supplemental heretoone or more Supplemental Indentures, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1i) to evidence the succession of another corporation or Person to the Company Applicable 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 SecuritiesSecurities 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 (3) to add any additional Events of Default with respect to all or any series of Securities; 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series Series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.118.11; or (9iii) [intentionally omitted]to add to the covenants of the Applicable Issuer or the Guarantor, for the benefit of the Holders of Securities 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 that Series or those Series specified in such Supplemental Indenture), or to surrender any right or power herein conferred upon the Issuer; or (10iv) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, to permit payment in the United States of principal, premium, if anycorrect or supplement any provision herein that may be inconsistent with any other provision herein, or interest, if any, on Bearer to make any other provisions with respect to matters or questions arising under the Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities or coupons, if anyof any Series in any material respect; or (11v) to cure add any additional Events of Default with respect to all or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or Series of the Securities (and, if such Event of a series Default is applicable to any provision less than all Series of Securities, specifying the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under Series to which such Securities were soldEvent of Default is applicable); or (12vi) to make add to, change or eliminate any other of the provisions of this Indenture; provided that any such addition, change that does not adversely affect the rights or elimination (a) shall become effective only when there is no Security Outstanding of any HolderSeries created prior to the execution of such Supplemental Indenture that is adversely affected by such change in or elimination of such provision or (b) shall not apply to any Securities Outstanding; or (13vii) to make establish the form or terms of Securities of any Series as permitted by Sections 2.02 and 3.01; or (viii) to add to or change any provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities convertible into or exchangeable for other securities; or (ix) to evidence any changes to Section 8.09 as permitted by the terms thereof; or (x) to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement requirements of the Securities and Exchange Commission in connection with order to effect or maintain the qualification of this Indenture under the Trust TIA; or (xi) to add to or change or eliminate any provision of this Indenture Act as shall be necessary or desirable in accordance with any amendments to the TIA; provided such action shall not adversely affect the interest of 1939 or Holders of Securities of any amendment thereofSeries.

Supplemental Indentures Without Consent of Holders. (a) Without the consent of any HoldersHolders (other than as expressly provided in this Section 8.1), but only with the prior written consent of the Asset Manager, the Company, when authorized by or pursuant to a Board Resolution, Issuer and the Trustee, at any time and from time to time, time may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, (x) if such supplemental indenture would have no material adverse effect on any Class of Notes or (y) notwithstanding anything to the contrary in this Indenture, for any of the following purposes: (1i) to evidence the succession of another any Person to the Company Issuer, and the assumption by any such successor Person of the covenants and obligations of the Company Issuer contained herein and in the Securities; orNotes; (2ii) to add to the covenants of the Company Issuer or the 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 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 Company; orIssuer by this Indenture; (3iii) to add convey, transfer, assign, mortgage or pledge any additional Events property to or with the Trustee, or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of Default with respect to all or any series the issue, authentication and delivery of Securities; orthe Notes; (4iv) 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 amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series T▇▇▇▇▇▇ 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 6.9, 6.10 or 6.12; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to correct, amplify or otherwise improve any pledge, assignment or conveyance to the Trustee of any property subject or required to be subject to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations), or to cause any additional property to be subject to the lien of this Indenture; (vi) to cure any ambiguity or manifest error or correct or supplement any provisions herein which may be defective or inconsistent with any other provision or make any modification that is of a formal, minor or technical nature; (vii) to take any action necessary or advisable to prevent the Issuer, the Holders or beneficial owners of any Class of Notes or the Trustee from becoming subject to (or otherwise to reduce) withholding or other taxes, fees or assessments; (viii) to amend, modify or otherwise accommodate changes to the provisions hereof to (A) effect the issuance of Additional Notes in accordance with the requirements of Section 6.112.11 or participation notes, combination notes, composite securities and other similar securities in connection therewith or (B) in connection with the issuance of Additional Notes or a Refinancing, with the consent of the Asset Manager, make such amendments, modifications or changes that do not materially and adversely affect the rights or interest of holders of any Class of Notes and are determined by the Asset Manager to be necessary in order for such issuance of additional Notes or Refinancing not to be in violation of any U.S. Risk Retention Rules; (ix) to modify the restrictions on and procedures for resales and other transfers of the Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any less restrictive exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder after receipt of an Opinion of Counsel; (x) to accommodate the settlement of the Notes in book-entry form through the facilities of the Depository or otherwise; (xi) to conform this Indenture to the Final Offering Memorandum; (xii) to authorize the appointment of any listing agent, Transfer Agent, Paying Agent or additional registrar for any Class of Notes required or advisable in connection with the listing of any Class of Notes on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, Transfer Agent, Paying Agent or additional registrar for any Class of Notes in connection therewith; (xiii) to make appropriate changes for the Notes to be listed on an exchange or to make appropriate changes for the Notes to be de-listed from an exchange, if, in the sole judgment of the Asset Manager, the maintenance of the listing is unduly onerous or burdensome; (xiv) to modify the representations as to Collateral in this Indenture in order that it may be consistent with applicable laws or Rating Agency requirements; (xv) to evidence any waiver by any Rating Agency as to any requirement or condition, as applicable, of the Rating Agency in this Indenture; (xvi) to facilitate hedging transactions; (xvii) to facilitate the repurchase of Notes by the Issuer in accordance with Section 7.20; (xviii) to modify any provision to facilitate an exchange of one security for another security of the same issuers that has substantially identical terms except transfer restrictions, including to effect any serial designation relating to the exchange; (xix) to conform to ratings criteria and other guidelines (including, without limitation, any alternative methodology published by any Rating Agency or any use of the Rating Agency's credit models or guidelines for ratings determination, including, for the avoidance of doubt, ratings on the Rated Notes or the Underlying Assets) relating to collateral debt obligations in general published or otherwise communicated by the applicable Rating Agency; (xx) to change the name of the Issuer in connection with the change in name or identity of the Asset Manager or as otherwise required pursuant to a contractual obligation or to avoid the use of a trade name or trademark in respect of which the Issuer does not have a license; (xxi) to amend, modify or otherwise accommodate changes to this Indenture relating to compliance with Rule 17g-5 under the Exchange Act or to permit compliance with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (including, without limitation, the V▇▇▇▇▇▇ Rule), as applicable to the Issuer, the Asset Manager or the Notes, or to comply with any rule or regulation enacted by regulatory agencies of the United States federal government after the Closing Date that are applicable to the Notes or the transactions contemplated by this Indenture; (xxii) to reduce the Authorized Denomination of any Class, subject to applicable law; provided that such reduction does not result in additional requirements in connection with any stock exchange on which Notes are listed; (xxiii) to effect or facilitate any Refinancing or Re-Pricing in accordance with the requirements of Article IX; (1) in connection with a Refinancing or Re-Pricing of any of the Notes, with the written consent of the Holders of a Majority of the Subordinated Notes and the Asset Manager, to extend the end date of the Non-Call Period for all Classes to a date after the effective date of such Refinancing or Re-Pricing, or (2) in connection with a Refinancing of all Classes of Rated Notes in full, with the written consent of the Holders of a Majority of the Subordinated Notes and the Asset Manager, modifications to (A) effect an extension of the end of the Reinvestment Period, (B) effect an extension of the Non-Call Period, (C) modify the Weighted Average Life Test, (D) provide for a stated maturity of the replacement securities or loans or other financial arrangements issued or entered into in connection with such Refinancing that is later than the Stated Maturity of the Rated Notes, (E) effect an extension of the Stated Maturity of the Subordinated Notes or (F) to otherwise modify the terms of this Indenture in connection with or to effect a Refinancing in accordance with the requirements of Article IX; (xxv) to make any modification or amendment determined by the Issuer or the Asset Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Rated Notes to not be considered an "ownership interest" as defined for purposes of the V▇▇▇▇▇▇ Rule, (B) for the Issuer to not otherwise be considered a "covered fund" as defined for purposes of the V▇▇▇▇▇▇ Rule or (C) for ownership of the Rated Notes to be otherwise exempt from the V▇▇▇▇▇▇ Rule, in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an officer's certificate of the Issuer, the Asset Manager or any investment banking firm or other independent expert familiar with the market for the Notes; (xxvi) to make any Benchmark Replacement Conforming Changes following the effective date of an Alternative Reference Rate; (xxvii) to take any action necessary or advisable for the Bankruptcy Subordination Agreement; and to issue a new Note or Notes in respect of, or issue one or more new sub-classes of, any Class of Notes, in each case with new identifiers (including CUSIPs, ISINs and Common Codes, as applicable), to the extent that the Issuer or the Trustee determines that one or more beneficial owners of the Notes of such Class have failed to comply with the Bankruptcy Subordination Agreement; provided that any sub-class of a Class of Notes issued pursuant to this clause shall be issued on identical terms as, and rank pari passu in all respects with, the existing Notes of such Class; or (9xxviii) [intentionally omitted]; orto amend, modify or otherwise accommodate changes to this Indenture facilitate the Issuer's or the Asset Manager's compliance with the U.S. Risk Retention Rules, the EU Securitisation Regulation or the UK Securitisation Regulation or the EU/UK Transparency Requirements (including any legislation supplemental thereto) or to provide information to Holders of the Notes or Competent Authorities (as determined under the Securitisation Regulations) of the type contemplated by the EU/UK Transparency Requirements for transactions subject to the EU/UK Transparency Requirements, if the Asset Manager has determined based on advice of nationally recognized counsel that such amendment, modification or other change is necessary or advisable to facilitate the Issuer's or the Asset Manager's compliance with the U.S. Risk Retention Rules, the EU Securitisation Regulation or the UK Securitisation Regulation, as applicable. (10b) if allowed without penalty under applicable laws and regulations, The Trustee is hereby authorized to permit payment join in the United States execution of principalany such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, premiumbut the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, if anyduties, liabilities or interestimmunities under this Indenture or otherwise, if any, on Bearer Securities or coupons, if any; orexcept to the extent required by law. (11c) No such proposed supplemental indenture under clause (a)(y)(viii) with respect to cure issuances of additional Class A Notes or reform Additional Notes ranking pari passu with the existing Class A Notes may be executed without the consent of a Majority of the Class A Notes. (d) No such proposed supplemental indenture under clauses (a)(x), (a)(y)(xiv), (a)(y)(xv), (a)(y)(xix) or (a)(y)(xxv) may be executed pursuant to such clause without the consent of a Majority of the Controlling Class if a Majority of the Controlling Class notifies the Trustee that the Controlling Class objects in writing to such supplemental indenture within 10 Business Days of the Trustee's distribution of a notice of such proposed supplemental indenture pursuant to Section 8.3(a); provided that such objection may be withdrawn by any ambiguityHolder at any time. (e) To the extent the Issuer executes a supplemental indenture or other modification or amendment of this Indenture for purposes of conforming this Indenture to the Final Offering Memorandum pursuant to clause (a)(y)(xi) above and one or more other amendment provisions described above also applies to such conforming amendment effected by such supplemental indenture or other modification or amendment, defectsuch supplemental indenture or other modification or amendment of this Indenture will be deemed to be a supplemental indenture, omission, mistake, manifest error modification or inconsistency or amendment to conform this Indenture or to the Securities of a series Final Offering Memorandum pursuant to any provision clause (a)(y)(xi) above regardless of the description thereof applicability of any other provision regarding supplemental indentures set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or (12) to make any other change that does not adversely affect the rights of any Holder; or (13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereofIndenture.