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 and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any series.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Issuer and each Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 Issuer or any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Issuer or any Guarantor herein or of and in the Guarantor’s obligations under any Guarantee Securities (in either case with such changes herein and therein as may be necessary or advisable pursuant to reflect such Person’s legal statusArticle Nine, if such Person is not a corporationapplicable); or (2) to add to the covenants of the Company Issuer or the any 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 or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture Issuer or any Guarantee under the Trust Indenture Act or otherwiseGuarantor; or (3) to add any additional Events of Default with respect (and if such Events of Default are to be applicable to less than all or any series of Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to provide for uncertificated Securities (so long as any “registration-required obligation” within the meaning of section 163(f)(2) of the Internal Revenue Code of 1986, as amended, is in registered form in addition to or in place for purposes of Securities in certificated formsuch section); or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 7.11(b); or (109) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in to eliminate any Securities conflict between the terms hereof and the Trust Indenture Act or in any Guarantee; or (12) to make any other provisions provision with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesseries in any material respect.

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 (when authorized by or pursuant to a Board Resolution by the Guarantor’s Board of Directors) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trusteehereto, for any of the following purposes: (1a) to evidence the succession of another Person to the Company and and/or the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes Company contained herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities; or (2b) to add to the covenants of the Company or and/or the Guarantor 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 and/or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseGuarantor; or (3) to add any additional Events of Default with respect to all or any series of Securities; or (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 (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 or provide for the issuance of Securities in global form 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 addition to or in place of Securities in certificated formany material respect; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7d) to establish the form forms or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 2.01 and 3.13.01; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9e) 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 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 Article VISection 6.09; or (10f) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including cure 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, ambiguity or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action Indenture which shall not materially adversely affect the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material respect; or (g) 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 (h) 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 (i) 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 (j) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (k) 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 Securities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Issuer and the Guarantor, each 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 or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to Issuer or the Guarantor and the assumption by any such successor of the covenants of the Issuer or the Guarantor herein or of and in the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2) to add to the covenants of the Company Issuer or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of 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 Issuer or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseGuarantor; or (3) to add any additional Events secure the Securities pursuant to the requirements of Default with respect to all Section 10.15 or any series of Securitiesotherwise; or (4) to modify, eliminate or add to or change any of the provisions of this Indenture to such extent as shall be necessary to facilitate comply with any requirement of the Commission in order to effect qualification of this Indenture under the Trust Indenture Act in connection with the issuance of Bearer Exchange Securities (including, without limitation, or Registered Securities or thereafter to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for maintain the issuance qualification of Securities in global form in addition to or in place of Securities in certificated formthis Indenture under the Trust Indenture Act; or (5) to add tocure any ambiguity, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) 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 (5) shall not materially adversely affect the interests of the Holders in any material respect; or (6) to provide for uncertificated Securities in addition to or in place of Securities of any seriescertified Securities.

Supplemental Indentures Without Consent of Holders. Without The Company, when authorized by the consent resolutions of any Holdersthe Board of Directors, the Company and the Trustee and the Collateral Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into indentures supplemental hereto oran amendment or supplement to this Indenture, if applicable, into agreements supplemental to the Notes or any Guarantee, in form reasonably satisfactory to the Trustee, other Transaction Document for any one or more of the following purposes: (1a) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency that is not adverse to the Company and Holders; (b) to provide for the assumption by any such successor a Successor Company of the covenants and obligations of the Company herein and in under the Securities or, if applicable, Transaction Documents pursuant to evidence the succession of another Person Article 11; (c) to add additional guarantors with respect to the Guarantor and Notes or to release any Guarantor’s Guarantee to the assumption by extent permitted under this Indenture or any such successor of the covenants Transaction Documents; (d) to make, complete, confirm or add any grant of Collateral permitted or required by this Indenture or any of the Guarantor herein Transaction Documents, or any release of Collateral that is permitted under this Indenture or any of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orTransaction Documents; (2e) to add to the covenants or Events of Default of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or Company; (f) to make any change that does not adversely affect the Guarantor or to comply with rights of any requirement of the Commission Holder; (g) in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; 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 limitationMerger Event, to provide that Bearer Securities may be registrable as the Notes are convertible into Reference Property, subject to principal only) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this IndentureSection 14.02, including and make such related changes to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as the terms of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior Notes to the execution of such supplemental indenture which is entitled to the benefit of such provision; orextent expressly required by Section 14.07; (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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee or facilitate the administration of the trusts under this Indenture by more than one Trustee; (i) to comply with respect any requirement of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; or (j) to provide for the Securities issuance of one additional Notes in accordance with terms and conditions of this Indenture; (k) to provide for rights of Holders of the Notes if any consolidation, merger or more series and/or sale of all or substantially all of the property or assets of the Company, taken as a whole, occurs; or (l) to add to or change supplement any of the provisions of this Indenture as shall be to the extent necessary to provide for permit or facilitate the administration defeasance and discharge of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VI; or (10) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including any of the states and Notes; provided that the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders in any material respect. Upon the written request of Securities the Company, accompanied by a copy of the resolutions of the Board of Directors authorizing the execution of any seriessupplemental indenture and an Opinion of Counsel stating that such amendment is authorized or permitted under the Indenture, the Trustee and the Collateral Trustee are hereby authorized to join with the Company in the execution of such amendment or supplement unless such amendment or supplement affects the Trustee’s or Collateral Trustee’s own rights, duties or immunities under this Indenture, any other Transaction Document or otherwise, in which case the Trustee or Collateral Trustee, as the case may be, may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteeone 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 and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orCompany, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes Company herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities contained; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9ii) 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 and/or 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 Article VISection 8.11; or (10iii) if allowed without penalty under applicable laws and regulations, to permit payment in add to the United States (including any covenants of the states Company, for the benefit of the Holders of Securities of all or any Series of Securities (and if such covenants are to be for the District benefit of Columbialess 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), its territories, its possessions and other areas subject or to its jurisdiction of principal, premium, if any, surrender any right or interest, if any, on Bearer Securities or coupons, if anypower herein conferred upon the Company; or (11iv) to cure any ambiguity, to correct or supplement any provision herein, in any Securities or in any Guarantee which herein that may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this the Indenture, ; provided that such action shall not materially adversely affect the interests of the Holders of Securities of any seriesSeries; or (v) to add any additional Events of Default with respect to all or any Series of the Securities (and, if such Event of Default is applicable to less than all Series of Securities, specifying the Series to which such Event of Default is applicable); or (vi) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination (a) shall become effective only when there is no Security Outstanding of any Series 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 (vii) to establish the form or terms of Securities of any Series as permitted by Sections 2.02 and 3.01; or (viii) to evidence any changes to Section 8.09 as permitted by the terms thereof; or (ix) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (x) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the TIA; provided such action shall not adversely affect the interest of Holders of Securities of any Series.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company contained herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; or (3c) 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) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9d) 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 TIA 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/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration 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 Article VIXII; 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; or (11k) to correct establish the form or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders terms of Securities of any series, as permitted by Section 2.1.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure add guarantees with respect to any or all of the Securities; or (7) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; 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 Sections 4.1, 4.4, and 4.5; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or (9) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) 10) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (911) to evidence and provide for the acceptance of appointment hereunder by a successor or separate 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 Article VI; or (1012) 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; or (1113) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guaranteemistake; or (1214) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesseries in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the Company or any Subsidiary Guarantor, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and Holder in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orrespect; (2) to add to the covenants of the Company or the Guarantor Subsidiary 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 or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; orSubsidiary Guarantors; (3) to add any provide for additional Events collateral for or additional guarantors of Default with respect to all or any series of the Securities; or; (4) to add evidence the succession of another Person to or change the Company, and the assumption by any such successor of the provisions obligations of this Indenture to such extent as shall be necessary to facilitate the issuance of Bearer Securities (includingCompany, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for herein and in the issuance of Securities in global form in addition to or in place of Securities in certificated form; oraccordance with Article V; (5) to add to, or to change or eliminate, any of comply with the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; orTIA; (6) to secure provide for the issuance and authorization of the Exchange Securities; or; (7) to establish evidence the form or terms succession of Securities another corporation to any Subsidiary Guarantor and assumption by any such successor of any series the Guaranty of such Subsidiary Guarantor (as permitted by Sections 2.1 and 3.1; orset forth in Section 13.4) in accordance with Article XIII; (8) to provide for evidence the delivery release of indentures supplemental hereto any Pledged Collateral or the Securities release of any series Subsidiary Guarantor in accordance with Article XII or by means of any computerizedArticle XIII, electronic or other medium, including without limitation by computer diskette; orrespectively; (9) in any other case where a supplemental indenture is required or permitted to be entered into pursuant to the provisions of Article XII or Article XIII, respectively, without the consent of any Holder; (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/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 Article VI; 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 anySecurities; or (11) to correct or supplement enter into any provision hereinagreements consistent with Article XII hereof, to further implement the provisions of Article XII in any Securities or in any Guarantee which may be inconsistent connection with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities incurrence of any seriesPermitted Lien Indebtedness.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Issuer, the Company Guarantors and the TrusteeTrustee may, at any time and from time to time, may without notice to or consent of any Holders of Securities, enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any of the following purposeshereto: (1) to evidence the succession of another Person to the Company and the assumption by Issuer, Level 3 Parent or any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the other Guarantor and the assumption by any such successor of the covenants of the Guarantor herein Issuer, Level 3 Parent or of such other Guarantor, respectively, herein, in the Guarantor’s obligations under any Guarantee (Securities and in either case with such changes herein and therein the applicable Note Guarantee, as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)applicable; or (2) to add to the covenants of Level 3 Parent, the Company Issuer or the Guarantor any of their respective Subsidiaries, 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 Level 3 Parent, the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture Issuer or any Guarantee under the Trust Indenture Act or otherwiseother Guarantor hereby; 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) or to facilitate or provide for the issuance of uncertificated Securities in global form in addition to or in place of Securities in certificated formSecurities; or (5) to add to, or to change or eliminate, any evidence and provide for the acceptance of the provisions appointment hereunder of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior a successor Trustee pursuant to the execution requirements of such supplemental indenture which is entitled to the benefit of such provisionSection 610; or (6) to secure the Securities; or (7) to establish comply with the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1Act (including Regulation S promulgated thereunder); or (8) to provide for add additional Note Guarantees or to release any Guarantors from Note Guarantees as provided by the delivery terms of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskettethis Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VIset forth in Section 1208; or (10) if allowed without penalty under applicable laws and regulationsto (a) cure any ambiguity, to permit payment in the United States (including any of the states and the District of Columbia)mistake, its territoriesomission, its possessions and other areas subject to its jurisdiction of principaldefect, premium, if anyinconsistency, or interestobvious error herein, if any, on Bearer Securities or coupons, if any; or (11b) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein herein, or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make add any other provisions provision with respect to matters or questions arising under this Indenture; provided, provided with respect to the foregoing clause (10)(b), such action actions shall not materially adversely affect the interests of the Holders in any material respect; or (11) to conform this Indenture or the Securities to any provision of Securities the “Description of any seriesthe Notes” of the Offering Memorandum to the extent such provision is intended to be a verbatim recitation thereof.

Supplemental Indentures Without Consent of Holders. Without The Company and the consent Guarantors (when authorized by the resolutions of any Holderseach of their respective Boards of Directors), the Company and the Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any one or more of the following purposes: (1a) to evidence the succession of another Person cure any ambiguity, omission, defect or inconsistency; (b) to the Company and provide for the assumption by any such successor a Successor Company of the covenants and obligations of the Company herein and in or the Securities orGuarantors under the Notes, if applicable, this Indenture or the Guarantee pursuant to evidence the succession of another Person Article 11; (c) to add additional guarantees and/or guarantors with respect to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orNotes; (2d) to secure the Notes; (e) to add to the covenants or Events of Default of the Company or the Guarantor Guarantors for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; orGuarantors; (3f) to add make any additional Events change that does not adversely affect the rights of Default with respect to all or any series of Securities; orHolder; (4g) 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect trustee pursuant to the Securities of one Section 7.10 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 Trusteetrustee; (h) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act, pursuant if applicable; (i) to reflect the requirements issuance of Article VIadditional Notes as permitted by the Indenture; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12j) to make any other provisions changes or modifications necessary in connection with respect to matters or questions arising the registration of the Notes under this Indenturethe Securities Act; provided, provided however, that such action shall does not materially adversely affect the interests of the Holders of Securities Notes in any material respect. Upon the written request of the Company and subject to Section 10.05, the Trustee is hereby authorized to, and shall join with the Company and the Guarantors in the execution of any seriessuch supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, except that the Trustee shall not be obligated to, but may, enter into any supplemental indenture that affects the Trustee’s own rights, duties, privileges, liabilities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Holders. Without the consent The -------------------------------------------------- Company when authorized by a resolution of any Holdersits Board of Directors, the Company and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory (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 or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orCoupons; (2b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as their respective Boards of Directors and the Guarantor 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 and to make the occurrence, or the Guarantor occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or to comply with any requirement of the Commission in connection with the qualification of this Indenture provisions a default or any Guarantee under the Trust Indenture Act or otherwise; or (3) to add any additional Events 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 only) principal, and with or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated formwithout interest coupons; or (5) to add to, or to change or eliminateeliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, any 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 the provisions of this Indenture, including to make appropriate provisions for any Guarantee, other authorized denominations; provided that any such addition or change or elimination shall become effective only with respect to Securities which have not been issued as materially adversely affect the interests of the execution Holders of such supplemental indenture or when there is no Security Outstanding Securities of any series created prior or any related Coupons in any material respect; (d) to the execution of such cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which is entitled may be defective or inconsistent with any other provisions contained herein or in any supplemental indenture, or to convey, transfer, assign, mortgage or pledge any property to or with the benefit 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 such provision; orthe Holders of the Securities of any series in any material 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) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9f) 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 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 Article VI; orSection 7.11; (10g) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is materially adversely affected by such change in or elimination of such provision; (h) 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, 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) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect change to matters this Indenture or questions arising under this Indenture, provided such action shall the form or terms of Securities of any series which does not have a materially adversely affect adverse effect on the interests of the Holders of the Securities of any series. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.1 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities of each series affected by such supplemental indenture at the time Outstanding, notwithstanding any of the provisions of Section 10.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s 's obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s 's legal status, if such Person is not a corporation); or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any series.

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 (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 or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trusteehereto, for any of the following purposes: (1) to evidence the succession of another Person to the Company and or the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein Company or of the Guarantor’s obligations under any Guarantee (in either , as the case with such changes may be, contained herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities; or (2) to add to the covenants of the Company or the Guarantor 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 Company or the Guarantor or to comply with any requirement of Guarantor, as the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwisecase 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 onlyof, any premium or interest (including any Additional 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 or provide for the issuance of Securities in global form 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 addition to or in place of Securities in certificated formany material respect; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit 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) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (95) 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 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 Article VISection 6.9; or (106) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including cure 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, ambiguity or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action Indenture which shall not materially adversely affect the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto or, in the case of Securities of a series issued to an ACE Trust and for so long as any of the Preferred Securities issued by such ACE Trust shall remain outstanding, the holders of such Preferred Securities, 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) 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 or, in the case of Securities of a series issued to an ACE Trust and for so long as any of the Preferred Securities issued by such ACE Trust shall remain outstanding, the holders of such Preferred Securities, in any material respect; or (10) to secure the Securities; or (11) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (12) 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 Securities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may amend or waive any provision of this Indenture or enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and in the Securities orCompany, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes Company herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orin the Securities contained; (2b) to add convey, transfer, assign, mortgage or pledge any property to or with the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) Trustee or to surrender any right or power herein conferred upon the Company; (c) to facilitate the issuance of Securities in certificated or other definitive form; (d) to add to the covenants of the Company or for the Guarantor benefit of the Holders of the Securities or to comply with surrender any requirement of right or power herein conferred upon the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; orCompany; (3e) to add any additional Events of Default with respect to all or any series for the benefit of the Holders of the Securities; or; (4f) 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only not apply to any Outstanding Securities; (g) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to Securities which have matters or questions arising under this Indenture, provided that such action pursuant to this clause (g) shall not been issued as adversely affect the interest of the execution Holders of Securities in any material respect or, in the case of the Securities issued to the Issuer Trust and for so long as any of the Preferred Securities issued by the Issuer Trust shall remain outstanding, the holders of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; orPreferred Securities; (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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9h) 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 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 Article VISection 6.11(b); or (10i) if allowed without penalty under applicable laws and regulations, to permit payment in comply with the United States (including any requirements of the states and Commission in order to effect or maintain the District qualification of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising this Indenture under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesTrust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without The Company, when authorized by resolutions of the consent Board of any HoldersDirectors, the Company and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, 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 or, if applicable, pursuant to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orArticle XII; (2d) to add to the covenants of the Company such further covenants, restrictions or conditions as the Guarantor 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of issuance under this Indenture or any Guarantee under the Trust Indenture Act or otherwise; or of Notes in coupon form (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 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 correct or provide for the issuance of Securities in global form in addition to supplement any provision contained herein or in place of Securities any supplemental indenture which may be defective or inconsistent with any other provisions contained herein or in certificated form; or (5) to add toany supplemental indenture, or to change make such other provisions in regard to matters or eliminate, any questions arising under this Indenture which shall not materially adversely affect the interests of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; orHolders; (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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9g) 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/or to add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act, or change under any similar federal statue hereafter enacted. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any 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 of the Notes at the time outstanding, notwithstanding 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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesSection 11.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s 's legal status, if such Person is not a corporation); or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure add guarantees with respect to any or all of the Securities; or (7) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; 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 Sections 4.1, 4.4, and 4.5; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or (9) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) 10) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (911) to evidence and provide for the acceptance of appointment hereunder by a successor or separate 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 Article VI; or (1012) 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; or (1113) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guaranteemistake; or (1214) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesseries in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, the Company when authorized by a Board Resolution, Guarantors, if any, when authorized by a Board Resolution, Guarantors, if any, when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any one or more of the following purposes: (1a) to evidence the succession of another Person corporation to the Company Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein hereunder and in the Securities oror the Guarantees, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)any; or (2b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire; or (c) to add to the covenants of the Company such further covenants, restrictions or the Guarantor conditions for the benefit protection 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, 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 as the Board of Directors of the Company and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the Guarantor occurrence and continuance, of a default in any of such additional covenants, restrictions or to comply with conditions a default or an Event of Default permitting the enforcement of all or any requirement of the Commission several remedies provided in connection with the qualification of this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any Guarantee under condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the Trust Indenture Act case of other defaults) or otherwisemay provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; or (3d) 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 provide for the provisions of issuance under this Indenture to such extent as shall be necessary to facilitate the issuance of Bearer Securities in coupon form (including, without limitation, to provide that Bearer including Securities may be registrable as to principal only) or and to facilitate or provide for exchangeability of such Securities with the issuance of Securities issued hereunder in global fully registered form in addition and to or in place of Securities in certificated formmake all appropriate changes for such purpose; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7e) to establish the form or terms of Securities or the Guarantees, if any, of any series as permitted by Sections 2.1 2.01 and 3.13.01; or (8) f) to provide for cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture that shall not adversely affect the delivery of indentures supplemental hereto or the Securities interests of any series Holder in or by means of any computerized, electronic or other medium, including without limitation by computer diskettematerial respect; or (9g) 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/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Article VISection 6.11; or (10h) if allowed without penalty under applicable laws and regulations, to permit payment in surrender any right or power herein conferred upon the United States Company; (including any i) to comply with the requirements of the states and Commission in order to maintain the District qualification 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 anythis Indenture under the Trust Indenture Act; or (11j) to correct add or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make modify any other provisions with respect to matters or questions arising under this IndentureIndenture which the Company and the Trustee may deem necessary or desirable; provided, provided however, that such action shall not materially pursuant to this clause (j) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of any Holder of Securities in any material respect; or (k) to modify the covenants or Events of Default solely in respect of, or add new covenants or Events of Default that apply solely to, Securities not Outstanding on the date of such supplemental indenture; or (l) to provide for Guarantees of the Securities of any series and/or to specify the ranking of the obligations of each Guarantor under its respective Guarantee. The Trustee is hereby authorized to join with the Company and the Guarantors, if any, in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company, the Guarantors, if any, and the Trustee without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of any seriesthe provisions of Section 9.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2) to add to the covenants covenants, agreements and obligations of the Company or the Guarantor 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; 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 or provide for permit the issuance of Securities in global form in addition to or in place of Securities in certificated uncertificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit 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) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (95) 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 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 Article VISection 7.8; or (106) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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, defect or interest, if any, on Bearer Securities or coupons, if anyinconsistency; or (117) to correct add to, change or supplement 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 herein, in nor (B) modify the rights of the Holder of any Securities or in any Guarantee which may be inconsistent such Security with any other provision herein or respect to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guaranteesuch provision; or (128) to secure the Securities; or (9) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall change that does not materially adversely affect the interests of the Holders of Securities rights of any seriesSecurityholder.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s 's legal status, if such Person is not a corporation); or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure add guarantees with respect to any or all of the Securities; or (7) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; 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 Sections 4.1, 4.4, and 4.5; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or (9) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) 10) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (911) to evidence and provide for the acceptance of appointment hereunder by a successor or separate 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 Article VI; or (1012) 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; or (1113) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guaranteemistake; or (1214) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesseries in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Securities or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Guarantees; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor and to make the occurrence, or to comply with the occurrence and continuance, of a default in any requirement of such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the Commission several remedies provided in connection with the qualification of this Indenture as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or any Guarantee under condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the Trust Indenture Act case of other defaults) or otherwisemay provide for an 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 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 or provide for the issuance of Securities in global form in addition to or in place form, PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in certificated formany material respect; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided PROVIDED that any such addition, change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisionprovision and as to which such supplemental indenture would apply; or (6) to secure the Securities; or (7) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth, other conditions, limitations and restrictions thereafter to be observed; or (8) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 6.10; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesseries in any material respect, or to cure any ambiguity or correct any mistake; or (12) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provision in regard to matters or questions arising under this Indenture which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Securities in any material respect; or (13) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article 4, PROVIDED that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities or any related coupons in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holdersholders, the Company relevant Obligors, 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 or, if applicable, into agreements supplemental to any Guaranteehereto, 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 rights of any Obligor and the assumption by any such successor of the covenants and obligations of the Company any Obligor contained herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Debt Securities; or (2b) to add to the covenants covenants, agreements or obligations of the Company or the Guarantor any Obligor for the benefit of the Holders holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; or (3c) to add any additional Events of Default with respect (and if such Events of Default are to be applicable to less than all or any series series, stating that such Events of SecuritiesDefault are expressly being included solely to be applicable to such series); 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5d) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such addition, change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Outstanding Debt Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisionprovision and as to which such supplemental indenture would apply; or (6e) to secure the SecuritiesDebt Securities of any series or to provide that any of the Company’s obligations under any series of the Debt Securities or this Indenture shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; or (7f) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Debt Securities pursuant to Article IV or XIV, provided that any such action shall not adversely affect the interests of the holders of Debt Securities of such series or any other series of Debt Securities in any material respect; or (g) to establish the form or terms of Securities Debt Securities, of any series as permitted by Sections 2.1 and 3.1; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9h) 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 of Debt Securities, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VItrustee; or (10i) if allowed without penalty under applicable laws and regulations, to permit payment in comply with the United States (including any requirements of the states and Commission in connection with the District qualification 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 anythis Indenture under the Trust Indenture Act; or (11j) to cure any ambiguity, to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture, ; provided such action other provisions shall not materially adversely affect the interests of the Holders holders of Outstanding Debt Securities of any seriesseries created prior to the execution of such supplemental indenture in any material respect. Notwithstanding anything in this Indenture to the contrary, upon the execution of a supplemental indenture under and in compliance with Section 11.1(d) hereof which provides that such supplemental indenture amends, modifies, supplements and restates in its entirety (except solely for the provisions of this Indenture which authorize the creation of such supplemental indenture) this Indenture with respect to (and only with respect to) a series of Debt Securities (or words to similar effect), such supplemental indenture (as it may be amended or supplemented from time to time in accordance with its terms) shall be deemed, for all purposes of this Indenture, to contain the complete and exclusive statement of all rights, obligations, terms, provisions and conditions related to such series of Debt Securities, and neither any Trustee, holder of Debt Securities, Obligor nor legal counsel rendering any Opinion of Counsel in connection herewith shall be required to consider this Indenture with respect to any matter relating to such Series of Debt Securities, but rather shall look solely to such supplemental indenture with respect to all such matters. For the avoidance of doubt, so long as there is no Outstanding Debt Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of any provision of this Indenture and as to which such supplemental indenture would apply, such supplemental indenture shall conclusively be deemed to have been executed under and in compliance with Section 11.1(d) upon delivery of the Opinion of Counsel provided for in Section 11.3 hereof. The terms of any document entered into pursuant to this Section shall be subject to prior approval, if required, of any applicable Gaming Authority.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Partnership and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence secure the succession of another Person to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, Securities; (2) to evidence the succession of another Person to the Guarantor Partnership under this Indenture and the Securities and the assumption by any such successor Person of the covenants obligations of the Guarantor herein or Partnership hereunder; (3) to reflect the addition of any Subsidiary of the Partnership as a Guarantor’s obligations under , or to reflect the release of any Guarantee (Guarantor from its Guaranty, in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orin the manner provided by Article XIV of this Indenture; (24) to add to the covenants and Events of the Company or the Guarantor Default 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 by this Indenture upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; orPartnership; (35) to add any additional Events of Default with respect to all to, change or any series of Securities; or (4) to add to or change eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition bearer form, registrable or not registrable as to principal, and with or in place without interest coupons, or to permit or facilitate the issuance of Securities in certificated uncertificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or; (6) to secure the Securities; orcure any ambiguity or correct any inconsistency in this Indenture; (7) to establish amend this Indenture to reopen the form or terms of series represented by the Securities and issue additional Securities of any that series as permitted by Sections 2.1 and 3.1; orin compliance with Section 301; (8) to provide for evidence the delivery acceptance of indentures supplemental hereto or the Securities of any series in or appointment by means of any computerized, electronic or other medium, including without limitation by computer diskette; ora successor Trustee; (9) to evidence and provide for qualify this Indenture under the acceptance of appointment hereunder by a successor Trustee with respect Trust Indenture Act; (10) to the Securities of one or more series and/or to add to or change supplement any of the provisions of this Indenture as shall be necessary to provide for permit or facilitate the administration defeasance and discharge of the trusts hereunder by more than one TrusteeSecurities, pursuant to provided that such action does not adversely affect the requirements interests of Article VIHolders of Securities; 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; orand (11) to correct comply with the rules or supplement regulations of any provision herein, in securities exchange or automated quotation system on which any of the Securities or in any Guarantee which may be inconsistent with any other provision herein listed or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriestraded.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, the Guarantor (in each case, 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 or, if applicable, into agreements supplemental to any Guaranteehereto, 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 or the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Securities or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Guarantee; or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseGuarantor; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7c) 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9d) 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 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 Article VISection 6.10; or (10e) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including cure 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, ambiguity or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action Indenture which shall not materially adversely affect the interests of the Holders of Securities of any seriesseries in any material respect; or (f) 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 (g) 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 a Security of such series or any other Security in any material respect; or (h) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities; or (i) to secure the Securities; or (j) 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 Securities then Outstanding.

Supplemental Indentures Without Consent of Holders. (a) Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person Corporation to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein or of and in the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseGuarantor; 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 (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 permit or facilitate the issuance of Securities in uncertificated form or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which that is entitled to the benefit of such provision; or (6) to secure the SecuritiesSecurities pursuant to the requirements of any provision requiring the establishment of such security; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 Section 2.01 and 3.1Section 3.01; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or 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 Article VISection 9.11(b); or (109) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesseries in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteeor other instruments, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Senior Notes; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities Senior Notes (and if such covenants are to be for the benefit of less than all series of SecuritiesSenior Notes, 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 of the Company or under the Guarantor or to comply with Indenture, the Senior Notes, any requirement of Guarantee, the Commission in connection with the qualification of this Indenture Security Agreement or any Guarantee under the Trust Indenture Act or otherwiseAccount Control Agreement; 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 (includingSenior Notes 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 or provide for the issuance of Securities Senior Notes in global form in addition to or in place of Securities in certificated uncertificated form; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for the Senior Notes, any Guarantee, the Security Agreement or any Account Control Agreement, provided that any such addition, change or elimination (i) shall become effective only with respect neither (A) apply to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding any Senior Note of any series created prior to the execution of such supplemental indenture which is and entitled to the benefit of such provisionprovision nor (B) modify the rights of the Holder of any such Senior Note with respect to such provision or (ii) shall become effective only when there is no such Senior Note Outstanding; or (6) to secure the SecuritiesSenior Notes pursuant to the requirements of Section 10.05 or otherwise or to perfect the security interest securing the Company's obligations in respect of the Senior Notes; 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities Senior Notes of one or more series and/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 6.11(b); or (9) to add any provision to or change or 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 previously issued and Outstanding Senior Notes pursuant to Section 10.06, provided that any such action shall not adversely affect the interests of the Holders of Senior Notes of such series or any other series of Senior Notes in any material respect; or (10) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision hereinin the Indenture, in any Securities Guarantee, the Security Agreement or in any Guarantee the Account Control Agreement which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake hereinof the Indenture, in any Securities or in any Guarantee; or (12) , the Security Agreement or the Account Control Agreement , or to make any other provisions with respect to matters or questions arising under this Indenturethereunder, provided that such action pursuant to this Clause (10) shall not materially adversely affect the interests of the Holders of Securities Senior Notes of any seriesaffected series in any material respect; or (11) to provide for the guarantee by any Person of any series of previously issued and Outstanding Senior Notes; (12) to make any change of the type described in the LIBOR Alternative Rate Provision; (13) to conform the text of the Indenture, the Senior Notes, the Guarantees, the Security Agreement or any Account Control Agreement to any provision of the Offering Memorandum; or (14) to conform the Indenture, the Senior Notes, the Guarantees, the Security Agreement or any Account Control Agreement to any mandatory provisions of law.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Corporation and the Guarantor, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 Corporation or the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Corporation or Guarantor herein or of and in the Guarantor’s obligations under any Guarantee (in either case with such changes herein Securities and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Guarantees contained; or (2) to add convey, transfer, assign, mortgage or pledge any property to or with the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) Trustee or to surrender any right or power herein conferred upon the Company Corporation or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseGuarantor; or (3) to add to the covenants of the Corporation or the Guarantor for the benefit of the Holders of Securities or to surrender any additional Events of Default with respect to all right or any series of Securitiespower herein conferred upon the Corporation or the Guarantor; or (4) to add to or change any additional Debenture Events of Default and Debenture Defaults for the benefit of the provisions 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated formSecurities; or (5) to add tocure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to change make any other provisions with respect to matters or eliminatequestions arising under this Indenture, provided that such action pursuant to this clause (5) shall not adversely affect the interest of the Holders of Securities in any material respect or, for so long as any of the provisions of this IndentureCapital Securities shall remain outstanding, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution holders of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisionCapital Securities; 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 6.11(b); or (107) if allowed without penalty under applicable laws and regulations, to permit payment in comply with the United States (including any requirements of the states and Commission in order to effect or maintain qualification of this Indenture under the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesTrust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the rights of the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes Company contained herein and therein as may be necessary or advisable to reflect such Person’s legal statusin the Debt Securities and Coupons, if such Person is not a corporation); orany; (2) to add to the covenants of the Company or the Guarantor Company, for the benefit of the Holders of all or any series of Debt Securities and the Coupons, if any, appertaining thereto (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; orCompany; (3) to add any additional Events of Default with respect (and if such Events of Default are to be applicable to less than all or any series series, stating that such Events of Securities; orDefault are expressly being included solely to be applicable to 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 Debt Securities of any series in bearer form, registrable or not registrable, and with or without Coupons, to permit Bearer Securities (including, without limitationto be issued in exchange for Registered Securities, to provide that permit Bearer Securities may to be registrable as to principal only) issued in exchange for Bearer Securities of other authorized denominations or to facilitate or provide for permit the issuance of Debt Securities of any series in global form uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Debt Securities of any series or any related Coupons in addition to or in place of Securities in certificated form; orany material respect; (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Outstanding Debt Security Outstanding or Coupon of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; orprovision and as to which such supplemental indenture would apply; (6) to secure the Securities; orDebt Securities or to provide that any of the Company's obligations under any series of the Debt Securities shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; (7) 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 or XV, provided that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities or any related Coupons in any material respect; (8) to establish the form or terms of Debt Securities and Coupons, if any, of any series as permitted by Sections 2.1 and 3.1; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or; (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VI; orSection 6.10; (10) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in to eliminate any Securities conflict between the terms hereof and the Trust Indenture Act or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture; or (11) to modify the provisions of Section 17 (except, with respect to any Outstanding Securities, to the extent prohibited by clause 5 of Section 11.2); provided such action other provisions shall not materially adversely affect the interests of the Holders of Outstanding Debt Securities or Coupons, if any, of any seriesseries created prior to the execution of such supplemental indenture in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of or notice to any HoldersHolder, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and in the Securities orCompany, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes Company herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orin the Debentures contained; (2b) to add convey, transfer, assign, mortgage or pledge any property to or with the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) Trustee or to surrender any right or power herein conferred upon the Company; (c) to add to covenants of the Company or for the Guarantor benefit of the Holders of the Debentures or to comply with surrender any requirement of right or power herein conferred upon the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; orCompany; (3d) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article 13; (e) to add any additional Debenture Events of Default Default; (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 all matters or any series questions arising under this Indenture, PROVIDED that such action pursuant to this clause shall not materially adversely affect the interest of Securities; or (4) to add to or change 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; orPreferred Securities; (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9g) 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 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 Article VISection 6.11(b); (h) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (10i) if allowed without penalty under applicable laws and regulationsto make provision for transfer procedures, to permit payment in certification, book-entry provisions, the United States (including any form of the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premiumrestricted securities legends, if any, to be placed on Debentures, and all other matters required pursuant to Section 3.5 or interestotherwise 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 any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesa Special Event occurs and is continuing.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and in the Securities orCompany, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Company or Guarantor herein and in the Securities or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Guarantees; or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities Securities, or any Tranche thereof (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 seriesseries or Tranche) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseGuarantor; or (3c) to add any additional Events of Default with respect to all or any series of SecuritiesSecurities Outstanding hereunder; or (4d) to add to change or change eliminate any of the provisions provision of this Indenture or to add any new provision to this Indenture; provided, however, that if such change, elimination or addition shall materially and adversely affect the interests of the Holders of Securities of any series or Tranche, such change, elimination or addition shall become effective with respect to such extent as shall be necessary to facilitate the issuance series or Tranche only when no Security of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) such series or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated formTranche remains Outstanding; or (5e) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions provide collateral security for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7f) to to, establish the form or terms of Securities of any series or Tranche as permitted contemplated by Sections 2.1 201 and 3.1301; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9g) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect resect to the Securities of one or more series and/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 911(b); or (10h) if allowed without penalty under applicable laws and regulations, to provide for the procedures required to permit payment in the United States Company to utilize, at its option, a non-certificated system of registration for all, or any series or Tranche of, the Securities; or (including i) to change any place or places where (1) the principal 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 and interest, if any, on Bearer Securities all or couponsany series of Securities, if anyor any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be served; provided, however, that any such place is located in New York, New York, Chicago, Illinois, Atlanta, Georgia or Los Angeles, California or in any other city located in the United States of America which has a population of at least 1,000,000 inhabitants; or (11j) to cure any ambiguity, to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action other provisions shall not materially adversely affect the interests of the Holders of Securities of any series.series or Tranche in any material respect; or (k) to provide for Guarantees, with respect to any one or more particular series of Securities to be issued and authenticated hereunder, which are subordinate and junior in right of payment to the prior payment in full of certain indebtedness of the Guarantor (to be defined herein as "Senior Indebtedness"), to the extent and in the manner set forth therein; or (l) to issue and establish the form and terms of any series of Securities or the Guarantees to be endorsed thereon. Without limiting the generality of the foregoing, if the Trust Indenture Act shall be amended at any time or times after the date of the execution and delivery of this Indenture and

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Issuer, the Company Guarantors and the TrusteeTrustee may, at any time and from time to time, may without notice to or consent of any Holders of Securities, enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any of the following purposeshereto: (1) to evidence the succession of another Person to the Company and the assumption by Issuer, Parent or any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the other Guarantor and the assumption by any such successor of the covenants of the Guarantor herein Issuer, Parent or of such other Guarantor, respectively, herein, in the Guarantor’s obligations under any Guarantee (Securities and in either case with such changes herein and therein the applicable Note Guarantee, as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)applicable; or (2) to add to the covenants of Parent, the Company Issuer or the Guarantor any of their respective Subsidiaries, 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 Parent, the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture Issuer or any Guarantee under the Trust Indenture Act or otherwiseother Guarantor hereby; 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) or to facilitate or provide for the issuance of uncertificated Securities in global form in addition to or in place of Securities in certificated formSecurities; or (5) to add to, or to change or eliminate, any evidence and provide for the acceptance of the provisions appointment hereunder of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior a successor Trustee pursuant to the execution requirements of such supplemental indenture which is entitled to the benefit of such provisionSection 610; or (6) to secure the Securities; or (7) to establish comply with the form Trust Indenture Act or terms of the Securities of any series as permitted by Sections 2.1 and 3.1Act (including Regulation S promulgated thereunder); or (8) to provide for add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the delivery terms of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskettethis Indenture; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VIset forth in Section 1308; or (10) if allowed without penalty under applicable laws and regulationsto cure any ambiguity herein, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein herein, or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make add any other provisions provision with respect to matters or questions arising under this Indenture, ; provided such action actions shall not materially adversely affect the interests of the Holders of Securities of in any seriesmaterial respect.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any Holders, the Company and the Trustee, Trustee at any time and from time to time, time may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to cure any ambiguity, omission, defect or inconsistency; (b) to evidence the succession of another Person to the Company or any Subsidiary Guarantor, and the assumption by any such successor Person of the covenants and obligations of the Company or such Subsidiary Guarantor herein and in the Securities orcontained, if applicablein each case, to evidence in accordance with the succession provisions of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orArticle Ten; (2c) to add any additional Events of Default; (d) to add to the covenants of the Company or the Guarantor any Subsidiary Guarantor, for the benefit of the Holders of all the Securities of any 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 any Subsidiary Guarantor; (e) to establish the Guarantor or to comply with any requirement form and terms of the Commission in connection with the qualification Securities of this Indenture any series as contemplated by Section 2.01 or any Guarantee under the Trust Indenture Act or otherwise; or3.01 hereof; (3) to add any additional Events of Default with respect to all or any series of Securities; or (4f) to add to or change any of the provisions of this Indenture to such extent as shall be is necessary or advisable to facilitate the issuance of Bearer Securities (includingof any series in bearer form, without limitation, to provide that Bearer Securities may be registrable or nonregistrable as to principal only) 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated uncertificated form; or; (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9g) to evidence and provide for the acceptance of appointment hereunder by of a successor Trustee with respect to other than U.S. Bank Trust Company, National Association, as Trustee for the Securities of one or more any series and/or 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 Article VISection 8.09 hereof; (h) 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; (i) 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 issued prior to the execution of such supplemental indenture is outstanding or (ii) shall not apply to any outstanding Security; (j) to add one or more guarantees for the benefit of the Holders; (k) to evidence the release of any Subsidiary Guarantor from its Guarantee in accordance with this Indenture; (l) to add collateral security with respect to the Securities of any series or any Guarantee; (m) to comply with any requirements in connection with qualifying this Indenture under the Trust Indenture Act; (n) to comply with the rules of any applicable securities depository; (o) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities issued in registered form for purposes of Section 163(f) of the Code; (p) to conform the text of this Indenture, any supplemental indenture or the Securities of any series to the “Description of Notes” applicable to such series of Securities; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12q) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall change if the change does not materially adversely affect in any material respect the interests of any Holder. After an amendment under this Section 11.01 becomes effective, the Company shall mail or electronically deliver to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of Securities of any seriesan amendment under this Section 11.01.

Supplemental Indentures Without Consent of Holders. Without In addition to any supplemental indenture otherwise authorized by this Indenture, the Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, which comply with the Trust Indenture Act, as then in effect, without the consent of any the Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any one or more of the following purposes: : (1a) to evidence the succession of another Person to the Company Issuer, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company herein and in the Securities or, if applicable, Issuer pursuant to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee Article IX; (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); or (2b) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions as the Guarantor Issuer and the Trustee shall consider to be for the benefit protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any 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 the Guarantor or to comply with any requirement of the Commission several remedies provided in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; or (3) to add any additional Events as herein set forth; provided, that in respect 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change additional covenant, restriction, condition or elimination shall become effective only with respect to Securities which have not been issued as of the execution of provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or when there is no Security Outstanding longer than that allowed in the case of any series created prior other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the execution Trustee upon such an Event of such supplemental indenture which is entitled to Default or may limit the benefit right of such provision; or (6) to secure the Securities; or (7) to establish the form or terms Holders of Securities a majority in aggregate principal amount of any series as permitted by Sections 2.1 and 3.1; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any such series in or by means to waive such an Event of any computerized, electronic or other medium, including without limitation by computer diskette; or Default; (9c) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one cure any ambiguity 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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities contained herein or in any Guarantee supplemental indenture which may be defective or inconsistent with any other provision contained herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) supplemental indenture, to conform the text of this Indenture or any supplemental indenture to any provision of the “Description of the Notes” in the prospectus supplement relating to the Securities as determined in good faith by the Issuer or to make any other provisions with respect to matters as the Issuer may deem necessary or questions arising under this Indenturedesirable, provided that no such action shall not materially adversely affect the interests of the Holders of Securities of any series.the Securities;

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Guarantor, when authorized by Board Resolutions and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to or the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein Company or of the Guarantor’s obligations under any Guarantee (in either case with such changes , as applicable, herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseGuarantor; or (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 permit or facilitate the issuance of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition bearer form, registrable or not registrable as to principal, and with or in place without interest coupons, or to permit or facilitate the issuance of Securities in certificated uncertificated form; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any GuaranteeIndenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall become effective only with respect neither (i) apply to Securities which have not been issued as of the execution of such supplemental indenture or when there is no any Security Outstanding of any series created prior to the execution of such supplemental indenture which is and entitled to the benefit of such provisionprovision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 611; or (109) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not materially adversely affect the interests of the Holders of Securities of any seriesseries in any material respect.

Supplemental Indentures Without Consent of Holders. Without The Issuer and the Trustee may amend the Indenture or the Securities or enter into an indenture supplemental hereto without notice to or the consent of any HoldersHolder to (a) to cure any ambiguity, the Company and the Trustee, at defect or inconsistency; (b) to provide for uncertificated Securities of any time and from time series in addition to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, or in form reasonably satisfactory to the Trustee, for any place of certificated Securities of the following purposes:applicable series; (1c) to comply with Article 8 in the case of a merger or consolidation; (d) to maintain the qualification of the Indenture under the Trust Indenture Act; (e) to evidence and provide for the succession acceptance of another Person appointment by a successor Trustee; (f) to conform the Company and text of this Indenture or the terms of the Securities of any series to any prospectus, offering memorandum, offering circular or any other document pursuant to which the Securities of such series were offered; (g) to establish the form or terms of Securities of any series; (h) to provide for the assumption by any such a successor corporation, partnership, trust or limited liability company of the covenants and Issuer’s obligations to the Holders of the Company herein and Securities of any series, in each case in compliance with the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor applicable provisions of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Indenture; or (2i) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series (including to secure Securities of any series, add guarantees with respect thereto, to add to the covenants of the Company or the Guarantor 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 the applicable series) ), or to surrender any right or power herein conferred upon the Company Issuer, or that does not adversely affect the Guarantor legal rights under this Indenture of any Holder of Securities of any series 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 comply with make any requirement further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such amendment or supplemental indenture which affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of this section may be executed without notice to and without the consent of the Commission in connection with Holders of any of the qualification of this Indenture or any Guarantee under Securities at the Trust Indenture Act or otherwise; 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 time Outstanding, notwithstanding 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesSection 7.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities and any coupons appertaining thereto (and if such covenants are to be for the benefit of less than all series of SecuritiesSecurities and any coupons appertaining thereto, 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; 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, to change or eliminate any restrictions on the payment of principal only) of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated uncertificated form; or (5e) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any GuaranteeIndenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall become effective only with respect neither (i) apply to Securities which have not been issued as of the execution of such supplemental indenture or when there is no any Security Outstanding and coupons appertaining thereto, if any, of any series created prior to the execution of such supplemental indenture which is and entitled to the benefit of such provisionprovision nor (ii) modify the rights of the Holder of any such Security and coupons appertaining thereto, if any, with respect to such provision or (B) shall become effective only when there is no such Security or coupons appertaining thereto, Outstanding; or (6f) to secure the SecuritiesSecurities and coupons appertaining thereto, if any, pursuant to the requirements of Article X or otherwise; or (7g) to establish the form or terms of Securities and coupons appertaining thereto, if any, of any series as permitted by Sections 2.1 and 3.1; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9h) 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 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 Article VISection 6.11; or (10i) if allowed without penalty under applicable laws and regulations, to permit payment in make provision with respect to the United States (including any conversion rights of Holders pursuant to the states and the District requirements 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 anyArticle XIV; or (11j) to cure any ambiguity, to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (j) shall not materially adversely affect the interests of the Holders of Securities and coupons appertaining thereto, if any, of any seriesseries in any material respect.

Supplemental Indentures Without Consent of Holders. Without (a) The Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture (each, a "SUPPLEMENTAL INDENTURE") (which shall conform to the 57 provisions of the Trust Indenture Act) for one or more of the following purposes without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any of the following purposesHolder: (1i) for the Trust to evidence the succession of another Person convey, transfer, assign, mortgage or pledge to the Company and Indenture Trustee as security for the assumption by Notes any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein property or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orassets; (2ii) to add to the covenants of the Company Trust such further covenants, restrictions, conditions or provisions as the Trust and the Indenture Trustee shall consider to be for the protection of each Holder of any Note, and to make the occurrence, or the Guarantor occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture as set forth in the Indenture; PROVIDED, that in respect of any such additional covenant, restriction, condition or provision such Supplemental Indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the benefit case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Indenture Trustee upon such an Event of Default or may limit the right of the Holder Representative to waive such an Event of Default; (iii) to cure any ambiguity or to correct or supplement any provision contained in the Indenture or in any Supplemental Indenture or Note Certificate which may be defective or inconsistent with any other provision contained in the Indenture or in any Supplemental Indenture or Note Certificate; or to make such other provisions in regard to matters or questions arising under the Indenture or under any Supplemental Indenture or Note Certificate as the Trust may deem necessary or desirable and which shall not adversely affect the interests of the Holders of all or the Notes in 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwisematerial respect; or (3iv) to add any additional Events evidence and provide for the acceptance of Default with respect to all or any series of Securities; or (4) appointment under the Indenture by a successor trustee and 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 under the Indenture by more than one Trustee, pursuant to the requirements of Article VI; ortrustee. (10b) if allowed without penalty under applicable laws and regulations, The Indenture Trustee is authorized to permit payment join with the Trust in the United States execution of any such Supplemental Indenture, and to make any further appropriate agreements and stipulations which may be therein contained, but the Indenture Trustee shall not be obligated to enter into any such Supplemental Indenture which affects the Indenture Trustee's own rights, duties or immunities under the Indenture or otherwise. (including c) Any Supplemental Indenture authorized by the provisions of this Section may be executed without the consent of any Holder of any Note at the time Outstanding, notwithstanding any of the states and the District provisions of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesSection 9.2.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by 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 or, if applicable, into agreements supplemental to any Guaranteeor one or more amendments of the Collateral Documents, 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 or the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantors, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein Company or of the Guarantor’s obligations under any Guarantee (in either case with such changes Guarantors herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Notes and the Collateral Documents; or (2) to add to the covenants of the Company or the Guarantor 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 or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseGuarantors; 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 (includingambiguity, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities herein or in any Guarantee the Collateral Documents which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this IndentureIndenture or the Collateral Documents, provided such action pursuant to this clause (3) shall not materially adversely affect the interests of the Holders; or (4) to comply with any requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (5) to evidence and provide for the acceptance and appointment hereunder of a successor Trustee with respect to the Notes; or (6) to mortgage, pledge, hypothecate or ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent for the benefit of Trustee and the Holders of Securities the Notes as additional security for the payment of principal of and interest and Additional Amounts, if any, on the Notes by the Company or on the Guarantees by the Guarantors under this Indenture in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to the Collateral Agent, pursuant to this Indenture or the Collateral Documents; or (7) to release, or to evidence the release of, Collateral as expressly permitted by Section 15.03 of this Indenture and by the Collateral Documents; or (8) to add Guarantees with respect to the Notes, to secure the Notes or to release Guarantors from Guarantees as provided by the terms of this Indenture; or (9) to add additional Events of Default. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any seriessuch amended or supplemental indenture or amendment of any of the Collateral Documents, and upon receipt by the Trustee of the documents described in Sections 7.02 and 7.07 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture or amendment of any of the Collateral Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture or amendment of any of the Collateral Documents that affects its own rights, duties or immunities under this Indenture or otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Note Issuer, when authorized by a Board Resolution of the Note Issuer, the Company, when authorized by a Board Resolution of the Company, the Guarantors, when authorized by respective Board Resolutions of the Guarantors, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 Note Issuer or any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Note Issuer or such Guarantor herein or of and in the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2) to add convey, transfer, assign, mortgage or pledge any property to or with the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) Trustee or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseNote Issuer; or (3) to add any additional Events establish the form or terms of Default with respect to all or any series of SecuritiesSecurities and Guaranties as permitted by Section 2.1; or (4) to add to or change any the covenants of the provisions Note Issuer for the benefit 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) Holders or to facilitate surrender any right or provide for power herein conferred upon the issuance of Securities in global form in addition to or in place of Securities in certificated formNote Issuer; or (5) to add to, or any additional Events of Default; or (6) to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guaranteeprovided, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (67) to secure 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 interest of the Holders or, for so long as any of the Preferred Securities shall remain outstanding, the holders of such Preferred 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 6.11(b); or (9) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; 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 add new Guarantors pursuant to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesSection 13.5.

Supplemental Indentures Without Consent of Holders. Without notice to or the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; 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 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 (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition bearer form, registrable or not registrable as to principal, and with or in place of Securities in certificated formwithout interest coupons; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided PROVIDED that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 6.11(b); or (109) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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, defect or interest, if any, on Bearer Securities inconsistency or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (1210) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall change that does not materially adversely affect the interests of the Holders of Securities of any seriesseries then Outstanding; or (11) to add guarantees with respect to any or all of the Securities; or (12) to provide for uncertificated Securities in addition to or in place of certificated Securities (PROVIDED that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of such Code); or (13) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect or maintain the qualification of this Indenture under the Trust Indenture Act, or under any similar federal statute hereafter enacted. 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 (and subject to the last sentence of) Section 9.03, the Trustee shall join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture.

Supplemental Indentures Without Consent of Holders. Without the consent of or notice to any HoldersHolders or any other party hereto, the Company Company, any Guarantor (if affected thereby) 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 or, if applicable, into agreements supplemental to any Guarantee, 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 or any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantor, if applicable, to evidence the succession of another Person to the Guarantor or successive successions, and the assumption by any such successor of the covenants of the Guarantor herein Company or of the any Guarantor’s obligations under any Guarantee (in either case with such changes , if applicable, herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orin the Securities; (2) to add to the covenants of the Company or the any 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 or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; orGuarantor; (3) to add any additional Events of Default with respect to all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all of the Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); orprovided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition bearer form, registrable or not registrable as to principal, and with or in place without interest coupons, or to permit or facilitate the issuance of Securities in certificated uncertificated form; or; (5) to secure the Securities or to confirm and evidence the release, termination or discharge of any lien securing the Securities to the extent permitted by this Indenture; (6) to add toone or more Guarantees for the benefit of Holders of all or any series of Securities or to confirm and evidence the release, termination or discharge of any Guarantee to the extent permitted by this Indenture; (7) to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, ; provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or; (68) to make a change to the Securities of any series that does not adversely affect (as determined in good faith by the Company) to secure the Securities; orrights of any Holder of the Securities of such series; (79) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; orSection 2.1; (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (910) 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 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 Article VI; 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 ColumbiaSection 8.11(b), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or; (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct or supplement any mistake provision herein which may be defective or inconsistent with any other provision herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, ; provided that such action shall not materially adversely affect the interests of the Holders of Securities of any series in any material respect (as determined in good faith by the Company); (12) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (13) to provide for the issuance of additional Securities of any series; (14) to conform this Indenture or the Securities to the description thereof in the related prospectus, offering memorandum or disclosure document pursuant to which such Securities were initially offered; or (15) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, Covenant Defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article 11, provided that any such action shall not adversely affect the interests of any Holder of a Security of such series or any other Security in any material respect; (16) in the case of any series of Securities which are convertible into or exchangeable for Common Equity or other securities or property, to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding shares of Common Equity or any merger, consolidation, statutory share exchange or combination of the Company with or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the assets of the Company to any other Person or other similar transactions, if expressly required by the terms of such series of Securities established pursuant to Section 2.1; (17) to comply with the rules of any applicable Depository; (18) 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; (19) to provide for reduction in the minimum denominations of the debt securities; or (20) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Supplemental Indentures Without Consent of Holders. Without The Company 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, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any of the following purposesHolder to: (1a) cure ambiguities, defects or inconsistencies; (b) to evidence comply with Article 8 in the succession case of another Person a merger or consolidation; (c) make any change that would provide any additional rights or benefits to the Company and the assumption by any such successor Holders of the covenants and obligations Securities of a series, including the Company herein and in the Securities or, if applicable, to evidence the succession addition of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); or (2) to add to the covenants of the Company or the Guarantor addition of any Events of Default for the benefit of the Holders of all or any series of Securities; (d) provide for or add guarantors with respect to the Securities of any series; (and if such covenants are to be for e) secure the benefit Securities of less than all series a series; (f) establish the form or forms of Securities, stating that such covenants are expressly being included solely for the benefit Securities of such any series; (g) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with maintain the qualification of this the Indenture or any Guarantee under the Trust Indenture Act or otherwise; orAct; (3h) conform any provision in the Indenture to add any additional Events of Default with respect to all the prospectus, offering memorandum, offering circular or any other document pursuant to which the Securities of such series of Securities; orwere offered; (4i) to add to change or change eliminate any provisions 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall not become effective only with respect to any outstanding Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture change or elimination which is entitled to the benefit of such provision; or; (6j) to secure provide for the Securities; or (7) to establish the form issuance of Securities or terms of issue additional Securities of any series as permitted by Sections 2.1 and 3.1; orseries; (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9k) 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 and 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 under the requirements of Article VIIndenture; or (10l) if allowed without penalty under applicable laws and regulationsmake any change that does not adversely affect the rights of any Holder. The Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture, to permit payment in the United States (including make any of the states further appropriate agreements and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee stipulations which may be inconsistent with therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any other provision herein or to cure any ambiguity or omission or to correct any mistake hereinproperty thereunder, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action but the Trustee shall not materially adversely affect be obligated to enter into any such amendment or supplemental indenture which affects the interests Trustee’s own rights, duties or immunities under the Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of this section may be executed without notice to and without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of any seriesthe provisions of Section 7.02.

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 or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trusteehereto, for any of the following purposes: (1) to evidence the succession of another Person to the Company and or the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantors, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein Company or of the Guarantor’s obligations under any Guarantee (in either Guarantors, as the case with such changes may be, contained herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities; or (2) to add to the covenants of the Company or the Guarantor Guarantors, 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 Company or the Guarantor or to comply with any requirement of Guarantors, as the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwisecase 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 or provide for the issuance of Securities in global form uncertificated form, provided any such action shall not materially adversely affect the interests of the Holders of Outstanding Securities of any series or any Coupons appertaining thereto in addition to or in place of Securities in certificated formany material respect; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit 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) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (95) 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 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 Article VISection 6.9; or (106) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including cure 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, ambiguity or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action Indenture which shall not materially 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) 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) to secure the Securities pursuant to Section 10.5 or otherwise; or (11) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (12) 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 Securities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, the Company Issuer, any Guarantor and any other obligor under the Securities when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and in the Securities orIssuer or a Guarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Issuer or such Guarantor herein or of in this Indenture and in the Guarantor’s obligations under Securities and in any Guarantee (in either case accordance with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orSection 5.1; (2B) to add to the covenants of the Company Issuer, any Guarantor, any Restricted Subsidiary or any other obligor upon the Guarantor Securities 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 the Guarantor or to comply with Issuer, any requirement of the Commission in connection with the qualification of this Indenture Guarantor, any Restricted Subsidiary or any Guarantee under other obligor upon the Trust Indenture Act or otherwise; 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 (includingapplicable, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for in the Securities or in any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or; (6C) to secure the Securities; or (7) to establish the form or terms of Securities of cure any series as permitted by Sections 2.1 and 3.1; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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 anyambiguity, or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision hereinin this Indenture, in any the Securities or in any Guarantee which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake hereinin this Indenture, in any the Securities or in any Guarantee; or (12) to Guarantee or make any other provisions with respect to matters or questions arising under this Indenture, the Securities or any Guarantee; provided that, in each case, such action provisions shall not materially adversely affect the interests interest of the Holders of the Securities; (D) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (E) to add or release a Person as a Guarantor under this Indenture; (F) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; or (G) to provide for the issuance of Additional Securities under this Indenture; or (H) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of the Securities as additional security for the payment and performance of the Issuer's and any seriesGuarantor's obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Indenture or otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; 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 limitationIndenture, to provide that Bearer change or eliminate any restrictions on the payment of principal (or premium, if any) on Securities may be registrable as to principal only) or to facilitate or provide for permit the issuance of Securities in global form uncertificated form, provided any such action shall not adversely affect the interests of the Holders in addition to or in place of Securities in certificated formany material respect; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (96) 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 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 Article VI; or (107) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein herein, or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indentureindenture, provided such action shall not materially adversely affect the interests of the Holders or holders of outstanding Trust Securities in any material respect; or (8) subject to Section 903(a), to make any change in Article Thirteen that would limit or terminate the benefits available to any holder of Senior Indebtedness under such Article; or (9) 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 Trust Indenture Act or under any seriessimilar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the TrusteeTrustee upon Company Request, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteethe Indenture, 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 and obligations of the Company herein contained in the Indenture and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Notes; or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or Company; or (c) to comply with any requirement of the Commission SEC in connection with qualifying the qualification of this Indenture or any Guarantee under the Trust Indenture Act TIA or otherwisemaintaining such qualification thereafter; or (3d) 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 (includingambiguity, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this the Indenture, provided that such action shall not materially adversely affect the interests of any Holder; or (e) to secure the Holders Notes or the Subsidiary Guarantees pursuant to the requirements of Securities Section 9.15 hereof or otherwise; or (f) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Sections 9.11 and 9.13(a) hereof or to evidence the succession of another Person to any seriesSubsidiary Guarantor pursuant to Section 12.2(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; or (g) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 12.3 hereof; or (h) to provide for uncertificated Notes in addition to or in place of certificated Notes.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Issuer, when authorized by a Board Resolution or Officer’s Certificate, the Guarantors, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to add limitations or restrictions to be observed upon the amount or issue of Securities hereunder, provided that such limitations or restrictions shall not be materially adverse to the interests of Holders; (b) to evidence the succession of another Person to the Company and the assumption by Issuer or any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Issuer or such Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes as applicable) herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities; or (2c) to evidence the addition of a co-obligor (each, a “Co-Obligor”) or one or more additional Guarantors in respect of any or all series of Securities, as may be permitted in accordance with the terms of such Securities; or (d) to add to the covenants of the Company Issuer or the any 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 (but not any obligation, except any obligation concomitant to such right or power) herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture Issuer or any Guarantee under the Trust Indenture Act or otherwiseGuarantor; or (3e) 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 (4f) 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) one or to facilitate or provide for the issuance more series of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any GuaranteeSecurities, provided that any such addition, change or elimination (A) shall become effective only with respect neither (i) apply to Securities which have not been issued as of the execution of such supplemental indenture or when there is no any Security Outstanding of any series created prior to the execution of such supplemental indenture which is and entitled to the benefit of such provisionprovision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6g) to secure the SecuritiesSecurities pursuant to the requirements of any provision of this Indenture or any indenture supplemental hereto or otherwise; or (7h) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.13.1 and, if required, to provide for the appointment of any additional Trustee(s) and/or other Agents; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9i) 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 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 Article VISection 7.14, and/or by additional agents; or (10j) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including add to or change any of the states and provisions of this Indenture to such extent as shall be necessary to permit or facilitate the District issuance of Columbia)Securities in bearer form, its territories, its possessions and other areas subject registrable or not registrable as to its jurisdiction of principal, premium, if anyand with or without interest coupons, or interest, if any, on Bearer to permit or facilitate the issuance of Securities or coupons, if anyin uncertificated form; or (11k) to comply with any requirements of the Trust Indenture Laws, including without limitation in connection with qualifying, or maintaining the qualification of, this Indenture under the Trust Indenture Act; or (l) to make any other changes in the provisions of this Indenture which the Issuer may deem necessary or desirable provided that such amendment does not adversely affect the interests of Holders of Securities of any series in any material adverse respect; or (m) to cure any ambiguity, to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (m) shall not materially adversely affect in any material respect the interests of the Holders of Securities of any series.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, the Company when authorized by a Board Resolution, Guarantors, if any, when authorized by a Board Resolution, Guarantors, if any, when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any one or more of the following purposes: (1a) to evidence the succession of another Person corporation to the Company Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein hereunder and in the Securities oror the Guarantees, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)any; or (2b) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire; or (c) to add to the covenants of the Company such further covenants, restrictions or the Guarantor conditions for the benefit protection 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, 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 as the Board of Directors of the Company and the Trustee shall consider to be for the protection of the Holders of such Securities, and to make the occurrence, or the Guarantor occurrence and continuance, of a default in any of such additional covenants, restrictions or to comply with conditions a default or an Event of Default permitting the enforcement of all or any requirement of the Commission several remedies provided in connection with the qualification of this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or any Guarantee under condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the Trust Indenture Act case of other defaults) or otherwisemay provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; or (3d) 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 provide for the provisions of issuance under this Indenture to such extent as shall be necessary to facilitate the issuance of Bearer Securities in coupon form (including, without limitation, to provide that Bearer including Securities may be registrable as to principal only) or and to facilitate or provide for exchangeability of such Securities with the issuance of Securities issued hereunder in global fully registered form in addition and to or in place of Securities in certificated formmake all appropriate changes for such purpose; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7e) to establish the form or terms of Securities or the Guarantees, if any, of any series as permitted by Sections 2.1 2.01 and 3.13.01; or (8) f) to provide for cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture that shall not adversely affect the delivery of indentures supplemental hereto or the Securities interests of any series Holder in or by means of any computerized, electronic or other medium, including without limitation by computer diskettematerial respect; or (9g) 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/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Article VISection 6.11; or (10h) if allowed without penalty under applicable laws and regulations, to permit payment in surrender any right or power herein conferred upon the United States Company; (including any i) to comply with the requirements of the states and Commission in order to maintain the District qualification 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 anythis Indenture under the Trust Indenture Act; or (11j) to correct add or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make modify any other provisions with respect to matters or questions arising under this IndentureIndenture which the Company and the Trustee may deem necessary or desirable; provided, provided however, that such action shall not materially pursuant to this clause (j) does not, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board Resolution) and the Trustee, adversely affect the interests of any Holder of Securities in any material respect; or (k) to modify the covenants or Events of Default solely in respect of, or add new covenants or Events of Default that apply solely to, Securities not Outstanding on the date of such supplemental indenture; or (l) to provide for Guarantees of the Securities of any series and/or to specify the ranking of the obligations of each Guarantor under its respective Guarantee. The Trustee is hereby authorized to join with the Company and the Guarantors, if any, in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company, the Guarantors, if any, and the Trustee without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of any seriesthe provisions of Section 9.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or Coupons, the Company Company, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and in the Securities orCompany, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes Company herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; 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 permit Registered Securities to be exchanged for Bearer Securities or to permit or facilitate or provide for the issuance of Securities in global form in addition to or in place uncertified 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 certificated formany material respect; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit 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 2.1 201 and 3.1301; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (95) 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 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 Article VISection 609 (b); or (106) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action Indenture which shall not materially be inconsistent with the provisions of this Indenture and which shall not adversely affect the interests interest of the Holders of Securities of any seriesseries or any related coupons 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; (9) to 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) to make provisions with respect to the conversion rights of Holders of Convertible Securities pursuant to the requirements of Section 1506; or (11) to modify, delete or add to any of the provisions of this Indenture other than as contemplated by clauses (1) through (9) of this Section; provided that any such modification, deletion or addition shall become effective only with respect to series of Securities established pursuant to Section 301 after the effective date of such modification, deletion or addition.

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 (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 or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trusteehereto, for any of the following purposes: (1) to evidence the succession of another Person to the Company and or the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein Company or of the Guarantor’s obligations under any Guarantee (in either , as the case with such changes may be, contained herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities; or (2) to add to the covenants of the Company or the Guarantor 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 Company or the Guarantor or to comply with any requirement of Guarantor, as the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwisecase 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 onlyof, any premium or interest (including any Additional 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 or provide for the issuance of Securities in global form 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 addition to or in place of Securities in certificated formany material respect; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit 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) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (95) 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 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 Article VISection 6.9; or (106) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including cure 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, ambiguity or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this IndentureIndenture which shall not adversely affect, in any material respect, the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto or, in the case of Securities of a series issued to an Assured Guaranty Trust and for so long as any of the Preferred Securities issued by such Assured Guaranty Trust shall remain outstanding, the holders of such Preferred Securities; 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) 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 or, in the case of Securities of a series issued to an Assured Guaranty Trust and for so long as any of the Preferred Securities issued by such Assured Guaranty Trust shall remain outstanding, the holders of such Preferred Securities, in any material respect; or (10) to secure the Securities; or (11) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (12) 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 Securities of any seriesthen Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, if any, when authorized by a Board Resolution, and the TrusteeTrustee upon Company Request, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company contained herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders, to provide any additional rights or benefits to 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; or (3c) 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) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9d) 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 Article VISections 6.9 and 6.10 hereof; or (10e) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, Indenture provided that such action shall not materially adversely affect the interests of the Holders in any material respect; or (f) to secure the Securities pursuant to the requirements of Section 10.15 hereof or otherwise; or (g) to add any Restricted Subsidiary as a Subsidiary Guarantor as provided in Section 10.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 13.2(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Securities and in the Subsidiary Guarantee of any seriessuch Subsidiary Guarantor; or (h) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 13.3 hereof; or (i) to provide for uncertificated Securities in addition to or in place of certificated Securities; or (j) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Supplemental Indentures Without Consent of Holders. Without The Owner Trustee (when authorized by the Owner Participant) and the Indenture Trustee, without consent of any the Holders, the Company and the Trustee, at any time and from time to time, may enter into an indenture or indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any one or more of the following purposes: (1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Indenture Trustee as security for the Equipment Notes; (b) to evidence the succession of another Person corporation to the Company Owner Trustee or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company Owner Trustee herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orEquipment Notes; (2c) to add to the covenants of the Company Owner Trustee such further covenants, restrictions, conditions or provisions as it and the Indenture Trustee shall consider to be for the protection of the Holders, and to make the occurrence, or the Guarantor for occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Indenture Event of Default permitting the benefit of the Holders enforcement of all or any series of Securities the several remedies provided herein; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (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 an Indenture Event of Default or may limit the remedies available to be for the benefit Indenture Trustee upon such an Indenture Event of Default or may limit the right of not less than all series the Majority in Interest of Securities, stating that Holders to waive such covenants are expressly being included solely for the benefit an Indenture Event of such seriesDefault; (d) or to surrender any right or power conferred herein conferred upon the Company Owner Trustee or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; orOwner Participant; (3e) to add cure any additional Events of Default with respect to all ambiguity 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities contained herein or in any Guarantee supplemental indenture which may be defective or inconsistent with any other provision contained herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guaranteesupplemental indenture; or (12) or to make any such other provisions with respect in regard to matters or questions arising under this Indenture, provided such action Indenture or under any supplemental indenture as the Owner Trustee may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of Securities Holders; (f) to correct or amplify the description of any seriesproperty at any time subject to the Lien of this Indenture or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Indenture or to subject any Replacement Airframe or Replacement Engine to the Lien of this Indenture in accordance with the provisions hereof or with the Lease or to release from the Lien of this Indenture property that has been substituted on or removed from the Aircraft as contemplated in Section 3.07 hereof; provided that supplements to this Indenture entered into for the purpose of subjecting any Replacement Airframe or Replacement Engine to the Lien of this Indenture need only be executed by the Owner Trustee and the Indenture Trustee; (g) to provide for the issuance under this Indenture of Equipment Notes in coupon form (including Equipment Notes registrable as to principal only) and to provide for exchangeability of such Equipment Notes with Equipment Notes issued hereunder in fully registered form, and to make all appropriate changes for such purpose; (h) to effect the re-registration of the Aircraft pursuant to Section 4.02(b) of the Participation Agreement; and (i) to add, eliminate or change any provision hereunder so long as such action shall not adversely affect the interests of the Holders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be contained therein and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise. Any such supplemental indenture may be executed without the consent of the Holders notwithstanding any of the provisions of Section 13.02 hereof.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Note Issuer, when authorized by a Board Resolution of the Note Issuer, the Company, when authorized by a Board Resolution of the Company, the Guarantors, when authorized by respective Board Resolutions of the Guarantors, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 Note Issuer or any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Note Issuer or such Guarantor herein or of and in the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2) to add convey, transfer, assign, mortgage or pledge any property to or with the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) Trustee or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseNote Issuer; or (3) to add any additional Events establish the form or terms of Default with respect to all or any series of SecuritiesSecurities and Guaranties as permitted by Section 2.1; or (4) to add to or change any the covenants of the provisions Note Issuer for the benefit 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) Holders or to facilitate surrender any right or provide for power herein conferred upon the issuance of Securities in global form in addition to or in place of Securities in certificated formNote Issuer; or (5) to add to, or any additional Events of Default; or (6) to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guaranteeprovided, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (67) to secure 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 interest of the Holders or, for so long as any of the Preferred Securities shall remain outstanding, the holders of such Preferred 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 6.11(b); or (9) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; 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 add new Guarantors pursuant to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesSection 13.5.

Supplemental Indentures Without Consent of Holders. Without The Company, when authorized by the consent resolutions of any Holdersthe Board of Directors, the Company and the Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any one or more of the following purposes: (1a) to conform the provisions of this Indenture or the Notes to the description thereof in the Offering Memorandum; (b) to evidence the succession of another Person by a Successor Entity and to the Company and provide for the assumption by any such successor a Successor Entity of the covenants Company’s or the REIT’S obligations under the Indenture and obligations of the Company herein and in the Securities orNotes, if as applicable, ; (c) to evidence the succession of another Person add guarantees with respect to the Guarantor Notes or to remove guarantees in accordance with the terms of this Indenture and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orNotes; (2d) to secure the Notes; (e) to add to the covenants of the Company Company’s or the Guarantor REIT’s covenants such further covenants, restrictions or conditions 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 seriesother holders) or to surrender any right or power herein conferred upon the Company or the Guarantor REIT by the Indenture; (f) (i) to cure any ambiguity, omission, defect or inconsistency in the Indenture or the Notes, including to eliminate any conflict with the terms of the Trust Indenture Act, or (ii) to make any other change that does not adversely affect the rights of any Holder in any material respect; (g) to provide for a successor Trustee; (h) to release the REIT from its obligations as guarantor in accordance with the terms of this Indenture; (i) to comply with the Applicable Procedures of the Depositary; or (j) to comply with any requirement requirements of the Commission in connection with the any qualification of this Indenture or any Guarantee under the Trust Indenture Act Act. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company and the REIT in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise; or (3) to add . Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the REIT and the Trustee without the consent of the Holders of any additional Events of Default with respect to all or any series of Securities; or (4) to add to or change the Notes at the time outstanding, notwithstanding 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesSection 10.02.

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 (when authorized by or pursuant to a Board Resolution by the Guarantor's Board of Directors) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trusteehereto, for any of the following purposes: (1) to evidence the succession of another Person to the Company and and/or the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes Company contained herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities; or (2) to add to the covenants of the Company or and/or the Guarantor 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 and/or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseGuarantor; 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 or provide for the issuance of Securities in global form 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 addition to or in place of Securities in certificated formany material respect; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (74) to establish the form forms or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.1 and 3.1; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (95) 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 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 Article VISection 6.9; or (106) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including cure 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, ambiguity or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action Indenture which shall not materially 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) 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) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (11) 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 Securities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the TrusteeTrustee upon Company Request, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company contained herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or Company; or (c) to comply with any requirement of the Commission SEC in connection with the qualification of qualifying this Indenture or any Guarantee under the Trust Indenture Act TIA or otherwisemaintaining such qualification thereafter; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9d) 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 Article VISections 6.9 and 6.10 hereof; or (10e) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, Indenture provided that such action shall not materially adversely affect the interests of the Holders in any material respect; or (f) to secure the Securities or the Subsidiary Guarantees pursuant to the requirements of Section 10.15 hereof or otherwise; or (g) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 10.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 13.2(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Securities and in the Subsidiary Guarantee of any seriessuch Subsidiary Guarantor; or (h) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 13.3 hereof; or (i) to provide for uncertificated Securities in addition to or in place of certificated Securities.

Supplemental Indentures Without Consent of Holders. Without the consent of or notice to any HoldersHolders or any other party hereto, the Company Company, any Guarantor (if affected thereby) 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 or, if applicable, into agreements supplemental to any Guarantee, 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 or any such successor of the covenants and obligations of the Company herein and in the Securities orGuarantor, if applicable, to evidence the succession of another Person to the Guarantor or successive successions, and the assumption by any such successor of the covenants of the Guarantor herein Company or of the any Guarantor’s obligations under any Guarantee (in either case with such changes , if applicable, herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orin the Securities; (2) to add to the covenants of the Company or the any 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 or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; orGuarantor; (3) to add any additional Events of Default with respect to all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all of the Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); orprovided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition bearer form, registrable or not registrable as to principal, and with or in place without interest coupons, or to permit or facilitate the issuance of Securities in certificated uncertificated form; or; (5) to secure the Securities or to confirm and evidence the release, termination or discharge of any lien securing the Securities to the extent permitted by this Indenture; (6) to add toone or more Guarantees for the benefit of Holders of all or any series of Securities or to confirm and evidence the release, termination or discharge of any Guarantee to the extent permitted by this Indenture; (7) to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, ; provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or; (68) to make a change to the Securities of any series that does not adversely affect (as determined in good faith by the Company) to secure the Securities; orrights of any Holder of the Securities of such series; (79) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; orSection 2.1; (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (910) 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 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 Article VI; 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 ColumbiaSection 8.11(b), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or; (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct or supplement any mistake provision herein which may be defective or inconsistent with any other provision herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, ; provided that such action shall not materially adversely affect the interests of the Holders of Securities of any series in any material respect (as determined in good faith by the Company); (12) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (13) to provide for the issuance of additional Securities of any series; (14) to conform this Indenture or the Securities to the description thereof in the related prospectus, offering memorandum or disclosure document; or (15) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, Covenant Defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article 11, provided that any such action shall not adversely affect the interests of any Holder of a Security of such series or any other Security in any material respect; (16) in the case of any series of Securities which are convertible into or exchangeable for Common Equity or other securities or property, to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding shares of Common Equity or any merger, consolidation, statutory share exchange or combination of the Company with or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the assets of the Company to any other Person or other similar transactions, if expressly required by the terms of such series of Securities established pursuant to Section 2.1; (17) to comply with the rules of any applicable Depository; (18) 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; (19) to provide for reduction in the minimum denominations of the debt securities; or (20) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded.

Supplemental Indentures Without Consent of Holders. Without (a) The Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture (each, a "Supplemental Indenture") (which shall conform to the provisions of the Trust Indenture Act) for one or more of the following purposes without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any of the following purposesHolder: (1i) for the Trust to evidence the succession of another Person convey, transfer, assign, mortgage or pledge to the Company and Indenture Trustee as security for the assumption by Notes any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein property or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orassets; (2ii) to add to the covenants of the Company Trust such further covenants, restrictions, conditions or provisions as the Trust and the Indenture Trustee shall consider to be for the protection of each Holder of any Note, and to make the occurrence, or the Guarantor occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture as set forth in the Indenture; provided, that in respect of any such additional covenant, restriction, condition or provision such Supplemental Indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the benefit case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Indenture Trustee upon such an Event of Default or may limit the right of the Holder Representative to waive such an Event of Default; (iii) to cure any ambiguity or to correct or supplement any provision contained in the Indenture or in any Supplemental Indenture or Note Certificate which may be defective or inconsistent with any other provision contained in the Indenture or in any Supplemental Indenture or Note Certificate; or to make such other provisions in regard to matters or questions arising under the Indenture or under any Supplemental Indenture or Note Certificate which shall not adversely affect the interests of the Holders of all or the Notes in 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwisematerial respect; or (3iv) to add any additional Events evidence and provide for the acceptance of Default with respect to all or any series of Securities; or (4) appointment under the Indenture by a successor trustee and 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 under the Indenture by more than one Trustee, pursuant to the requirements of Article VI; ortrustee. (10b) if allowed without penalty under applicable laws and regulations, The Indenture Trustee is authorized to permit payment join with the Trust in the United States (including execution of any of the states such Supplemental Indenture, and the District of Columbia), its territories, its possessions to make any further appropriate agreements and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee stipulations which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake hereintherein contained, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action but the Indenture Trustee shall not materially adversely affect be obligated to enter into any such Supplemental Indenture which affects the interests of Indenture Trustee's own rights, duties or immunities under the Holders of Securities of any seriesIndenture or otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, 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 any guarantor of all or any series of Securities), or successive successions, and the assumption by any such successor of the covenants and obligations of the Company (or any such guarantor) herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case compliance with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Article 8; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all any one or any more 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) ), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any Guarantee supplemental indenture under the Trust Indenture Act or otherwiseAct; or (3) to add any additional Events of Default with respect for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all or any series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of 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 permit or facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated uncertificated form; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any GuaranteeIndenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall become effective only with respect neither (i) apply to Securities which have not been issued as of the execution of such supplemental indenture or when there is no any Outstanding Security Outstanding of any series created prior to the execution of such supplemental indenture which is and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or (6) to secure add or provide for a guaranty or guarantees of the Securities or additional obligors on 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 6.11; 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; or (119) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or herein, to cure any ambiguity or omission or omission, to correct any mistake hereinmistake, in or to conform to any prospectus pursuant to which Securities or in of any Guaranteeseries were offered; or (1210) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests rights of the Holders any Holder of Securities of any series; or (11) to make any change that does not adversely affect the rights of any Holder.

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), a Guarantor (when authorized by such Guarantor's Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trusteehereto, 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 and obligations of the Company herein and in the Securities oror a Guarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein Company or of such Guarantor, as the Guarantor’s obligations under any Guarantee (in either case with such changes may be, contained herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities; or (2) to add to the covenants of the Company or the a Guarantor 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwisea Guarantor; 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 or provide for the issuance of Securities in global form 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 addition to or in place of Securities in certificated formany material respect; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit 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) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (95) 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 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 Article VISection 6.10; or (106) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including cure 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, ambiguity or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action Indenture which shall not materially 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) 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 and any Coupons appertaining thereto or any other Outstanding Security or Coupon in any material respect; or (10) to secure the Securities pursuant to Section 10.5 or otherwise; or (11) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (12) to amend or supplement any provision contained herein or in any supplemental indenture, provided that no such amendment or supplement shall adversely affect the interests of the Holders of any Securities then Outstanding.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Company, the Company when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory (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 to the Company Company, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company herein pursuant to Articles Five and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orTwelve hereof; (2b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Guarantor Board of Directors shall consider to be for the benefit protection of the Holders of Debt Securities of any or all series, and to make the occurrence, or the occurrence and continuance, of a default in 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) additional covenants, restrictions, conditions or to surrender any right provisions a default or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; or (3) to add any additional Events an Event of Default with respect to such series permitting the enforcement of all or any series of Securities; or (4) to add to or change any of the provisions of several remedies provided in this Indenture to such extent as shall be necessary to facilitate the issuance herein set forth; provided, however, that in respect of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change additional covenant, restriction or elimination shall become effective only with respect to Securities which have not been issued as of the execution of condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or when there is no Security Outstanding longer than that allowed in the case of any series created prior other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the execution of Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which is entitled may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to the benefit of such provision; ormake any changes hereto that are required by law; (6d) to secure convey, transfer, assign, mortgage or pledge any property to or with the Securities; orTrustee; (7e) to establish make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the form or terms interests of Securities the Holders of any series as permitted by Sections 2.1 and 3.1; orthe Debt Securities; (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9f) to evidence and provide for the acceptance of appointment hereunder by another Person as a successor Trustee hereunder with respect to the Securities of one or more series and/or of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 8.11; (g) to modify, amend or supplement this Indenture in such a manner as to permit the requirements qualification of Article VIany indenture supplemental hereto under the Trust Indenture Act of 1939 as then in effect, except that nothing herein contained shall permit or authorize the inclusion in any indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939; (h) to provide for the issuance under this Indenture of Debt Securities in coupon form (including Debt Securities registrable as to principal only) and to provide for exchangeability of such Debt Securities with Debt Securities of the same series issued hereunder in fully registered form and to make all appropriate changes for such purpose; (i) to change or eliminate any of the provisions of this Indenture, provided, however, that any such change or elimination shall become effective only when there is no Debt Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (10j) if allowed without penalty under applicable laws to establish any additional form of Debt Security, as permitted by Section 2.02, and regulationsto provide for the issuance of any additional series of Debt Securities, as permitted by Section 3.01, and to set forth the terms thereof. The Trustee is hereby required to join with the Company in the execution of any such supplemental indenture, to permit payment in the United States (including make any of the states further appropriate agreements and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee stipulations which may be inconsistent with therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any other provision herein property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising immunities under this Indenture, provided such action shall not materially adversely affect Indenture or otherwise. Any supplemental indenture authorized by the interests provisions of this Section 11.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Debt Securities at the time Outstanding, notwithstanding any of any seriesthe provisions of Section 11.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orCompany, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes Company herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities contained; or (2) to add to the covenants of the Company or the Guarantor 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; 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 provide for to permit the issuance of Securities in global form in addition to or in place 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 certificated formany material respect; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (74) to establish the form or of terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (95) 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 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 Article VISection 610 (b); or (106) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action Indenture which shall not materially be inconsistent with the provisions of this Indenture which shall not adversely affect the interests interest of the Holders of Securities of any series.series or any related coupons 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

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orCompany, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes Company herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities contained; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9ii) 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 and/or 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 Article VISection 8.11; or (10iii) if allowed without penalty under applicable laws and regulations, to permit payment in add to the United States (including any covenants of the states Company, for the benefit of the Holders of Securities of all or any series of Securities or coupons (and if such covenants are to be for the District benefit of Columbia), its territories, its possessions and other areas subject to its jurisdiction less than all series of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if anystating that such covenants are 95 84 expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or (11iv) to cure any ambiguity, to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this the Indenture, ; provided that such action shall not materially adversely affect the interests of the Holders of Securities of any seriesseries or any related coupons in any material respect; or (v) to add any additional Events of Default with respect to all or any series of the Securities (and, if such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); or (vi) to add to, change or eliminate 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 any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit 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 related coupons in any material respect; or (vii) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination (a) shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision or (b) shall not apply to any Securities Outstanding; or (ix) 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 other securities; or (x) to evidence any changes to Section 8.09 as permitted by the terms thereof; or (xi) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; provided such action shall not adversely affect the interest of Holders of Securities of any series or any appurtenant coupons in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder, Finance Corp., the Company Company, any Guarantor and any other obligor under the Securities when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to Finance Corp., the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities oror a Guarantor, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of Finance Corp., the Company or such Guarantor herein or in this Indenture and in the Securities and in any Guarantee in accordance with Section 5.1 (including to execute a supplemental indenture upon consummation of the Guarantor’s Merger in which Centennial will assume the obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporationhereunder of Finance Corp.); or; (2) to add to the covenants of Finance Corp., the Company Company, any Guarantor or any other obligor upon the Guarantor Securities 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 Finance Corp., the Company or the any Guarantor or to comply with any requirement of other obligor upon the Commission Securities, as applicable, in connection with this Indenture, in the qualification of this Indenture Securities or in any Guarantee under the Trust Indenture Act or otherwise; orGuarantee; (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) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add toambiguity, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision hereinin this Indenture, in any the Securities or in any Guarantee which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake hereinin this Indenture, in any the Securities or in any Guarantee; or (12) to Guarantee or make any other provisions with respect to matters or questions arising under this Indenture, the Securities or any Guarantee; provided that, in each case, such action provisions shall not materially adversely affect the interests interest of the Holders holders of the Securities; (4) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (5) to add a Guarantor under this Indenture; (6) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; or (7) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of the Securities as additional security for the payment and performance of Finance Corp.'s, the Company's and any seriesGuarantor's obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Indenture or otherwise.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Guarantors, when authorized by or pursuant to a Board Resolution, and the Security Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Security 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the a Guarantor and the assumption by any such successor of the covenants of the applicable Guarantor contained herein or of the Guarantor’s obligations under any Guarantee to add another Person as a guarantor hereunder (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not thereafter becoming a corporationGuarantor for purposes of this Guarantee); or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) Guarantors or to surrender any right or power herein conferred upon the Company or Guarantors, both of which in the Guarantor or to comply with any requirement opinion of the Commission in connection with Security Trustee, relying upon an Opinion of Counsel, is for the qualification benefit of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseHolders of all of the Series 18 Preferred LP Units and is not prejudicial to the rights of the Holders; or (3c) 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) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9d) 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/or this Guarantee and to add to or change any of the provisions of this Indenture Guarantee 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 Article VISection 5.11; or (10e) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this IndentureGuarantee, provided such action which in the opinion of the Security Trustee, relying upon an Opinion of Counsel, shall not materially adversely affect the interests of the Holders of Securities Series 18 Preferred LP Units in any material respect; or (f) to supplement any of the provisions of this Guarantee to such extent as shall be necessary to permit or facilitate the termination (including any seriespartial termination with respect to a Guarantor) pursuant to Section 4.1; provided that in the opinion of the Security Trustee, relying upon an Opinion of Counsel, any such action (other than any action permitted by Section 4.1) shall not adversely affect the interests of the Holders of Series 18 Preferred LP Units in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the TrusteeTrustee upon Company Request, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company contained herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or Company; or (c) to comply with any requirement of the Commission SEC in connection with the qualification of qualifying this Indenture or any Guarantee under the Trust Indenture Act TIA or otherwisemaintaining such qualification thereafter; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9d) 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 Article VISections 5.9 and 5.10 hereof; or (10e) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action shall not materially adversely affect the interests of the Holders in any material respect; or (f) to secure the Securities or the Subsidiary Guarantees pursuant to the requirements of Section 9.14 hereof or otherwise; or (g) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 9.12(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 12.2(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Securities and in the Subsidiary Guarantee of any seriessuch Subsidiary Guarantor; or (h) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 12.3 hereof; or (i) 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 Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the TrusteeTrustee upon Company Request, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company contained herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or Company; or (c) to comply with any requirement of the Commission SEC in connection with the qualification of qualifying this Indenture or any Guarantee under the Trust Indenture Act TIA or otherwisemaintaining such qualification thereafter; 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9d) 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 Article VISections 6.9 and 6.10 hereof; or (10e) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with 61 76 respect to matters or questions arising under this Indenture, Indenture provided that such action shall not materially adversely affect the interests of the Holders in any material respect; or (f) to secure the Securities or the Subsidiary Guarantees pursuant to the requirements of Section 10.15 hereof or otherwise; or (g) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 10.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 13.2(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Securities and in the Subsidiary Guarantee of any seriessuch Subsidiary Guarantor; or (h) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 13.3 hereof; or (i) 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 Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series 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 the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; or (3) to add any additional Events of Default make provision with respect to all or any series the conversion rights of SecuritiesHolders pursuant to the requirements of Article XIII; or (4) to add to or change cure any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance of Bearer Securities (includingambiguity, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, provided that such action pursuant to this clause (4) shall not materially adversely affect the interests of the Holders of the Securities or, so long as any of any seriesthe Preferred Securities shall remain outstanding, the holders of the Preferred Securities; (5) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (6) to make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities, and all other matters required pursuant to Section 3.06(b) or otherwise necessary, desirable or appropriate in connection with the issuance of Securities to holders of Preferred Securities in the event of a distribution of Securities by the Trust if a Tax Event or Investment Company Event occurs and is continuing.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersThe Issuer, the Company Guarantors, the Trustee and the TrusteeNote Collateral Agent may, at any time and from time to time, may without notice to or consent of any Holders of Securities, (a) enter into one or more indentures supplemental hereto orand/or (b) amend, if applicable, into agreements supplemental to supplement or otherwise modify any Guaranteeother Note Document, in form reasonably satisfactory to the Trustee, for any of the following purposeseach case: (1i) to evidence the succession of another Person person to the Company and the assumption by Issuer, Level 3 Parent or any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the other Guarantor and the assumption by any such successor of the covenants of the Guarantor herein Issuer, Level 3 Parent or of such other Guarantor, respectively, herein, in the Guarantor’s obligations under any Securities, in the applicable Note Guarantee (and in either case with such changes herein and therein the applicable Note Collateral Documents, as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)applicable; or (2ii) to add to the covenants of Level 3 Parent, the Company Issuer or the Guarantor any of their respective Subsidiaries, 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 Level 3 Parent, the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture Issuer or any Guarantee under the Trust Indenture Act or otherwiseother Guarantor hereby; or (3iii) to add any additional Events of Default with respect to all or any series of SecuritiesDefault; 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 or provide for the issuance of uncertificated Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9v) to evidence and provide for the acceptance of appointment hereunder by of 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 Article VISection 6.10 or a successor Note Collateral Agent pursuant to the requirements of this Indenture; or (10vi) if allowed without penalty under applicable laws and regulations, to permit payment in secure 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 anySecurities; or (11vii) to comply with the Trust Indenture Act or the Securities Act (including Regulation S promulgated thereunder); or (viii) to add Note Guarantees or to release any Guarantors from Note Guarantees as provided by the terms of this Indenture; or (ix) to (A) cure any ambiguity, mistake, omission, defect, inconsistency, or obvious error in the Note Documents, or (B) correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein herein, or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make add any other provisions provision with respect to matters or questions arising under this Indenture; provided that, provided with respect to the foregoing clause (ix)(B), such action actions shall not materially adversely affect the interests of the Holders in any material respect, or (C) to amend the legends on any Security to comply with U.S. federal income tax regulations; or (x) to add additional assets as Collateral or to release any Collateral from the liens securing the Securities, in each case pursuant to the terms of Securities this Indenture, the Note Collateral Documents and the Intercreditor Agreements, as and when permitted or required by this Indenture, the Note Collateral Documents or the Intercreditor Agreements. The intercreditor provisions of the Note Collateral Documents, the Intercreditor Agreements and any other applicable intercreditor agreement may be amended, waived or otherwise modified from time to time with the consent of the parties thereto. In addition, the Issuer may, without the consent of any seriesother party thereto, amend the Note Collateral Documents, the Intercreditor Agreements and any other applicable intercreditor agreement to designate Indebtedness as “First-Priority Obligations”, or as any other Indebtedness subject to the terms and provisions of such agreement.

Supplemental Indentures Without Consent of Holders. Without prior notice to or the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person Corporation to the rights of the Company or a Subsidiary Guarantor and the assumption by any such successor of the covenants and other obligations of the Company or such Subsidiary Guarantor, as the case may be, herein and in the Debt Securities orand Coupons, if applicableany, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)contained; or (2) to add to the covenants of the Company or the Guarantor Subsidiary Guarantors, for the benefit of the Holders of all or any series of Debt Securities and the Coupons, if any, appertaining thereto (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseSubsidiary Guarantors; or (3) to add any additional Events of Default with respect (and if such Events of Default are to be applicable to less than all or any series series, stating that such Events of SecuritiesDefault are expressly being included solely to be applicable to such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Debt Securities of any series in bearer form, registrable or not registrable, and with or without Coupons, to permit Bearer Securities (including, without limitationto be issued in exchange for Registered Securities, to provide that permit Bearer Securities may to be registrable as to principal only) issued in exchange for Bearer Securities of other authorized denominations or to facilitate or provide for permit the issuance of Debt Securities of any series in global form uncertificated form, PROVIDED that any such action shall not adversely affect the interests of the Holders of Debt Securities of any series or any related Coupons in addition to or in place of Securities in certificated formany material respect; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided PROVIDED that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Outstanding Debt Security Outstanding or Coupon of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisionprovision and as to which such supplemental indenture would apply; or (6) to secure the Debt Securities; or (7) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Four or Fifteen, PROVIDED that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities or any related Coupons in any material respect; or (8) to establish the form or terms of Debt Securities and Coupons, if any, of any series as permitted by Sections 2.1 2.01 and 3.1; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette3.01; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 6.11; or (10) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in to eliminate any conflict between the terms of this Indenture or the Debt Securities and the Trust Indenture Act or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action Indenture which shall not materially be inconsistent with any provision of this Indenture; PROVIDED such other provisions shall not adversely affect the interests of the Holders of Outstanding Debt Securities or Coupons, if any, of any seriesseries created prior to the execution of such supplemental indenture in any material respect.

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 or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person entity to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)contained; or (2b) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; or (3c) to add any additional Events of Default with respect to all or any series of Securities; 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, to change or eliminate any restrictions on the payment of principal only(or premium, if any) or any interest on or Additional Amounts with respect to facilitate Registered Securities or provide Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to modify the provisions relating to global Securities or to permit the issuance of Securities in global form in addition to or in place uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in certificated formany material respect; or (5e) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any GuaranteeIndenture in respect of one or more series of Securities, provided that any such addition, change or elimination not otherwise permitted under this Section 901 shall (i) become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisionprovision or (ii) not apply to any Security then Outstanding; or (6f) to secure the Securities or any series of Securities; or (7g) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 201 and 3.1301; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9h) 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 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 Article VISection 611(b); or (10i) if allowed without penalty under applicable laws to provide that the Company shall be deemed to have paid and regulations, to permit payment in discharged the United States (including entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the states deposit referred to in paragraph (5) hereof, and that the provisions of this Indenture, as they relate to such Outstanding Securities (except as to any right to receive Additional Amounts, as provided in Section 1004), shall no longer be in effect (and the District Trustee, at the expense of Columbiathe Company, shall at Company Request, execute proper instruments acknowledging the same), its territoriesexcept as to: (1) the rights of Holders of such Outstanding Securities to receive, its possessions from the trust funds described in paragraph (5) hereof, (i) payment of the principal of (and other areas subject to its jurisdiction of principal, premium, if any) and any installment of the principal of (and premium, if any) and/or interest on the Outstanding Securities of that series on the Stated Maturity or interestMaturity of such principal or installment of principal and/or interest and (ii) any mandatory sinking fund payments or analogous payments or any Additional Amounts applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities, (2) the Company's obligations with respect to such Securities under Sections 305, 306, 402, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and (4) such other rights, if any, on Bearer that are specified in such supplemental indenture as surviving such payment and discharge, provided that the following conditions shall have been satisfied: (5) with reference to such provision, the Company has irrevocably deposited or caused to be irrevocably deposited (except as provided in Section 402(c)) with the Trustee, as trust funds and/or obligations in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series, (i) money in an amount, or coupons(ii) Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms, without consideration of any reinvestment thereof, will provide not later than one day before the due date of any payment referred to in clause (A) or (B) of this paragraph (5) money in an amount or (iii) a combination thereof, sufficient, as expressed in a Certificate of a Firm of Independent Public Accountants delivered to the Trustee, to pay and discharge (A) the principal of (and premium, if any) and any installment of the principal of (and premium, if any) and/or interest on the Outstanding Securities of that series due on the Stated Maturity or Maturity of such principal or installment of principal and/or interest and (B) any mandatory sinking fund payments or analogous payments or any Additional Amounts applicable to Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; (6) such deposit shall not cause the Trustee with respect to the Securities of that series to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Securities of any series; (7) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument relating to borrowed money, pursuant to which in excess of $10,000,000 principal amount is then outstanding, to which the Company is a party or by which it is bound; (8) such provision would not cause the Outstanding Securities of such series then listed on the New York Stock Exchange to be delisted as a result thereof; (9) no Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to Securities of that series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (10) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case, to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (11) if the Securities of such series are to be redeemed, either notice of such redemption shall have been given or the Company shall have given the Trustee irrevocable directions to give notice of such redemption in the name, and at the expense, of the Company, under arrangements satisfactory to the Trustee; (12) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance as specified in this Section 901(i), have been complied with; and (13) such supplemental indenture shall contain a provision substantially to the same effect as the last paragraph of Section 1008 but relating to the Securities to be discharged under the terms of such supplemental indenture; or (11j) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issuance and authentication and delivery of Securities, as herein set forth; or (k) to make provision with respect to the conversion or exchange rights of the Holders of any series of Securities pursuant to the requirements of the supplemental indenture, Board Resolution, or other instrument establishing the terms of such series of Securities; or (l) subject to Section 902(b) and Section 907, to make any change in Article Fifteen that would limit or terminate the benefits available to any holder of Superior Indebtedness under such Article; or (m) to cure any ambiguity, to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesseries or any related coupons in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, NiSource Finance and the Company Parent, when authorized by a Board Resolution of each, and the Trustee, at any time and from time to time, may enter into 54 62 one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any one or more of the following purposespurposes only: (1) to evidence the succession of another Person Corporation to NiSource Finance or the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor Parent and the assumption by any such successor of the covenants of NiSource Finance or the Guarantor herein or of Parent, as the Guarantor’s obligations under any Guarantee (in either case with such changes may be, herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)in the Securities and coupons; or (2) to add to the covenants of the Company NiSource Finance or the Guarantor Parent 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 NiSource Finance or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseParent; 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, 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 provide for to permit the issuance of Securities in global form in addition to or in place uncertificated form; provided, that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in certificated formany material respect; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture; provided, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 201 and 3.1301; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series, to contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series and/or as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor 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 Article VISection 611(b); or (109) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other 55 63 provisions with respect to matters or questions arising under this Indenture; provided, provided that such action change shall not materially be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the Holders of Securities of any seriesseries or any related coupons in any material respect; or (10) to effect assumption by the Parent or a Subsidiary pursuant to Section 803; or (11) to conform this Indenture to any amendments to the Trust Indenture Act.

Supplemental Indentures Without Consent of Holders. Without prior notice to or the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person Corporation to the rights of the Company and the assumption by any such successor of the covenants and other obligations of the Company herein and in the Debt Securities orand Coupons, if applicableany, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)contained; or (2) to add to the covenants of the Company or the Guarantor Company, for the benefit of the Holders of all or any series of Debt Securities and the Coupons, if any, appertaining thereto (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; or (3) to add any additional Events of Default with respect (and if such Events of Default are to be applicable to less than all or any series series, stating that such Events of SecuritiesDefault are expressly being included solely to be applicable to such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Debt Securities of any series in bearer form, registrable or not registrable, and with or without Coupons, to permit Bearer Securities (including, without limitationto be issued in exchange for Registered Securities, to provide that permit Bearer Securities may to be registrable as to principal only) issued in exchange for Bearer Securities of other authorized denominations or to facilitate or provide for permit the issuance of Debt Securities of any series in global form uncertificated form, provided that any such action shall not adversely -------- affect the interests of the Holders of Debt Securities of any series or any related Coupons in addition to or in place of Securities in certificated formany material respect; or (5) to add to, or to change or eliminate, eliminate any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or -------- when there is no Outstanding Debt Security Outstanding or Coupon of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisionprovision and as to which such supplemental indenture would apply; or (6) to secure the Debt Securities; or (7) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Four or Fifteen, provided that any such action shall not adversely affect the interests of -------- the Holders of Debt Securities of such series or any other series of Debt Securities or any related Coupons in any material respect; or (8) to establish the form or terms of Debt Securities and Coupons, if any, of any series as permitted by Sections 2.1 2.01 and 3.1; or (8) to provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette3.01; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/or of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article VISection 6.11; or (10) if allowed without penalty under applicable laws and regulationsto make provision with respect to the conversion rights of Holders of Debt Securities of any series pursuant to the requirements of Section 17.04, unless otherwise provided pursuant 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 anySection 3.01; or (11) to cure any ambiguity, to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in to eliminate any conflict between the terms of this Indenture or the Debt Securities and the Trust Indenture Act or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture, ; provided such action other provisions shall not materially -------- adversely affect the interests of the Holders of Outstanding Debt Securities or Coupons, if any, of any seriesseries created prior to the execution of such supplemental indenture in any material respect.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the TrusteeTrustee upon Company Request, at any time and from time to time, may enter into one or more indentures supplemental hereto or, if applicable, into agreements supplemental to any Guaranteehereto, 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 and obligations of the Company contained herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2b) to add to the covenants of the Company or the Guarantor any covenant for the benefit of the Holders or that does not adversely affect the interests 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) holders in any material respect or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseCompany; or (3c) 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) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9d) 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 Article VI; Sections 6.9 and 6.10 --------------------- hereof, or (10e) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be defective or inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, Indenture provided that such action shall will not materially adversely affect the interests of the Holders in any material respect; or (f) to secure the Securities pursuant to the requirements of this Indenture; or (g) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 10.13(a) hereof or to evidence the succession of another ---------------- Person to any Subsidiary Guarantor pursuant to Section 13.2(b) hereof and the --------------- assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Securities and in the Subsidiary Guarantee of such Subsidiary Guarantor; or (h) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 13.3 hereof; or ------------ (i) to provide for uncertificated Securities in addition to or in place of certificated Securities; (j) provide for the assumption of the Company's obligations to holders of Securities in the case of any seriesa merger or consolidation; or (k) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Supplemental Indentures Without Consent of Holders. Without The Issuer, the Guarantor and the Trustee may amend this Indenture or the Securities or enter into an indenture supplemental hereto without notice to or the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any of the following purposesHolder to: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities orcure ambiguities, if applicablemistakes, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein defects or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); orinconsistencies; (2b) make any change that would provide any additional rights or benefits to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series the Securities 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 a series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; or; (3c) to provide for or add any additional Events of Default guarantors with respect to all the Securities of any series; (d) secure the Securities of any series; (e) establish the form or forms of Securities of any series; (f) provide for uncertificated Securities of 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 or provide for the issuance of Securities in global form in addition to or in place of certificated Securities in certificated form; orof the applicable series; (5g) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect Trustee; (h) provide for the assumption by a successor corporation, partnership, trust or limited liability company of the Issuer’s obligations to the Holders of the Securities of one any series, in each case in compliance with the applicable provisions of this Indenture; (i) obtain or more maintain the qualification of this Indenture under the Trust Indenture Act; (j) conform any provision in this Indenture or the terms of the Securities of any series and/or to add the prospectus, offering memorandum, offering circular or any other document pursuant to which the Securities of such series were offered; or (k) make any change that does not adversely affect the rights of any Holder in any material respect. The Trustee is hereby authorized to join with the Issuer and the Guarantor in the execution of any such amendment or change supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such amendment or supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of this section may be executed without notice to and without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of 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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesSection 8.02.

Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Subsidiary 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 or, if applicable, into agreements supplemental or amendments to any Guaranteethe Security Documents, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation)Securities; or (2ii) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), or to surrender any right or power herein conferred upon the Company or the Guarantor or Company; or (iii) to comply with any requirement requirements of the Commission in connection with order to obtain or maintain the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseAct, as contemplated by Section 11.5; or (3iv) to add any additional Events of Default with respect to all pledge or any series of Securities; or (4) to add to or change any grant a security interest in favor 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 or provide Trustee for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms Holders of Securities of any all series as permitted by Sections 2.1 and 3.1; or (8) to provide additional security for the delivery payment and performance of indentures supplemental hereto the Company's obligations under this Indenture and such Securities, in any property or the Securities of any series in or by means of any computerized, electronic or other mediumassets, including without limitation by computer diskette; or (9) any that are required to evidence and provide for the acceptance of appointment hereunder by be pledged or in which a successor Trustee with respect security interest is required to be granted, 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, Trustee pursuant to the requirements of Article VISecurity Documents or otherwise; oror Draft - January 14, 2004 Exhibit C (10v) if allowed without penalty under applicable laws and regulationsto cure any ambiguity, 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee herein which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; provided, provided that such action pursuant to this Clause (v) shall not materially adversely affect the interests of the Holders of Securities of any series; or (vi) to establish the terms of Securities of any series, other than the Notes, as permitted by Section 3.1(a); (vii) to supplement any provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of the Securities of any series initially as securities registered under the Securities Act; provided, that any such action shall not adversely affect the interests of the Holders of any other series; or (viii) to add any Person who becomes a Recourse Subsidiary of the Company after the date of this Indenture as a party to this Indenture as contemplated by Section 12.1(a).

Supplemental Indentures Without Consent of Holders. Without The Corporation, the Guarantors and the Trustee may from time to time and at any time enter into an indenture, indentures or guarantees supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of any the Holders, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any one or more of the following purposes: (1a) to evidence the succession of another Person corporation to the Company Corporation, 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 or, if applicable, Corporation pursuant to Article Ten hereof; (b) to evidence the succession of another Person corporation to the Guarantor a Guarantor, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the such Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable pursuant to reflect such Person’s legal status, if such Person is not a corporation); orArticle Fifteen hereof; (2c) to add to the covenants of the Company Corporation or the Guarantor Guarantors such further covenants, restrictions or conditions for the benefit protection of such Holders of Senior Notes as the Holders Board of Directors and the Trustee shall consider to be for the protection of such Holders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any series of Securities (and if such 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 the Guarantor or to comply with any requirement of the Commission several remedies provided in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act or otherwiseas herein set forth; or (3) to add any additional Events provided, however, that in respect 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change additional -------- ------- covenant, restriction or elimination shall become effective only with respect to Securities which have not been issued as of the execution of condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or when there is no Security Outstanding longer than that allowed in the case of any series created prior other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the execution of Trustee upon such default; (d) to cure any ambiguity or to correct or supplement any provision contained herein, in any Senior Subsidiary Guarantee or in any supplemental indenture or guarantee which is entitled to the benefit of such provision; ormay be defective or inconsistent with any other provision contained herein or in any supplemental indenture or guarantee; (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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect trustee pursuant to the Securities requirements of one Section 6.11; or (f) to make any change that does not adversely affect the rights of any Holder in any material respect. shall not be obligated to, but may in its discretion, enter into any such supplemental indenture or more series and/or to add to guarantee which affects the Trustee's own rights, duties or change immunities under this Indenture or otherwise. Any supplemental indenture or guarantee authorized by the provisions of this Section 9.1 may be executed by the Corporation, the Guarantors and the Trustee without the consent of the Holders of any of the Senior Notes then outstanding, notwithstanding 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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesSection 9.2.

Supplemental Indentures Without Consent of Holders. Without The Company, when authorized by the consent resolutions of any Holders, the Company Board of Directors and the Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto or, if applicable, into agreements supplemental to any Guarantee, in form reasonably satisfactory to the Trustee, for any one or more of the following purposes: (1a) to evidence the succession of another Person cure any ambiguity, omission, mistake, defect, error or inconsistency; (b) to the Company and provide for the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by Company’s or any such successor of the covenants of the Guarantor herein or of the Note Guarantor’s obligations under any Guarantee (to Holders of the Notes in either the case with such changes herein and therein as may be necessary of a consolidation, amalgamation, or advisable merger or sale of all or substantially all of the Company’s or a Note Guarantor’s assets pursuant to reflect such Person’s legal status, if such Person is not a corporation); orthe terms of this Indenture; (2c) to add additional Note Guarantees with respect to the Notes or to confirm and evidence the release, termination or discharge of any Note Guarantee with respect to such Notes when such release, termination or discharge is permitted under this Indenture; (d) to secure the Notes or the related Note Guarantees or to add additional assets as Collateral; (e) to add to the covenants or Events of Default of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company Company; (f) to make any change that does not adversely affect the rights of any Holder; (g) [reserved] (h) to provide for the acceptance of appointment by a successor Trustee or facilitate the Guarantor or administration of the trusts under this Indenture by more than one Trustee; or (i) to comply with any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture or any Guarantee under the Trust Indenture Act Act. Upon the written request of the Company, the Trustee and the Notes Collateral Agent, if applicable, are hereby authorized to join with the Company and the Note Guarantors, if applicable, in the execution of any amended or supplemental indenture or amendment or supplement to the other Notes Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee or the Notes Collateral Agent, if applicable, shall not be obligated to enter into such amended or supplemental indenture or amendment or supplement to the other Notes Documents that affects its own rights, duties or immunities under this Indenture or otherwise; or , in which case the Trustee or the Notes Collateral Agent, as the case may be, may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Note Guarantor under this Indenture upon (3i) execution and delivery by such Note Guarantor and the Trustee and the Notes Collateral Agent of a supplemental indenture to add this Indenture, the form of which is attached as Exhibit B hereto, and (ii) delivery of an Officer’s Certificate complying with the provisions of Section 17.05 hereof. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company, the Note Guarantors, if applicable, the Trustee and the Notes Collateral Agent, if applicable, without the consent of the Holders of any additional Events of Default with respect to all or any series of Securities; or (4) to add to or change the Notes at the time outstanding, notwithstanding 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 or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any seriesSection 10.02.

Supplemental Indentures Without Consent of Holders. Without (a) The first three paragraphs of Section 303 of the consent Indenture are hereby amended and restated in their entirety to read as follows: "The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President, one of its Vice Presidents or any other person authorized by its Board of Directors to execute Securities, and any Guarantees to be endorsed on the Securities of a particular series shall be executed on behalf of the applicable Guarantor by an authorized officer or person, in each case under such entity's corporate seal if required by applicable law, reproduced thereon. The signature of any Holdersof these officers or persons on the Securities or Guarantees may be manual, facsimile or electronic. Any Global Guarantee shall be executed and delivered on behalf of the applicable Guarantor by an authorized officer or person, under its corporate seal if required by applicable law, reproduced thereon. The signature of any of these officers or persons on the Global Guarantee may be manual, facsimile or electronic. A facsimile of any Global Guarantee may (but need not) be appended to each Security covered by such Global Guarantee. Securities or Guarantees bearing the manual, facsimile or electronic signatures of individuals who were at any time the proper officers or authorized representatives of the Company or a Guarantor, as applicable, shall bind the Company and the Trusteeapplicable Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities." (b) The eighth paragraph of Section 303 of the Indenture is hereby amended and restated in its entirety to read as follows: "No Security shall be entitled to any time benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and from time to timesuch certificate upon any Security shall be conclusive evidence, may enter into indentures supplemental hereto orand the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if applicableany Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, into agreements supplemental to any Guarantee, in form reasonably satisfactory and the Company shall deliver such Security to the TrusteeTrustee for cancellation as provided in Section 309, 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 and obligations of the Company herein and in the Securities or, if applicable, to evidence the succession of another Person to the Guarantor and the assumption by any such successor of the covenants of the Guarantor herein or of the Guarantor’s obligations under any Guarantee (in either case with such changes herein and therein as may be necessary or advisable to reflect such Person’s legal status, if such Person is not a corporation); or (2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor or to comply with any requirement of the Commission in connection with the qualification purposes of this Indenture or any Guarantee under the Trust Indenture Act or otherwise; 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 Security shall be necessary deemed never to facilitate have been authenticated and delivered hereunder and shall never be entitled to the issuance of Bearer Securities (including, without limitation, to provide that Bearer Securities may be registrable as to principal only) or to facilitate or provide for the issuance of Securities in global form in addition to or in place of Securities in certificated form; or (5) to add to, or to change or eliminate, any of the provisions benefits of this Indenture, including to make appropriate provisions for any Guarantee, provided that any such change or elimination shall become effective only with respect to Securities which have not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the 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 provide for the delivery of indentures supplemental hereto or the Securities of any series in or by means of any computerized, electronic or other medium, including without limitation by computer diskette; or (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and/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 Article VI; 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; or (11) to correct or supplement any provision herein, in any Securities or in any Guarantee which may be inconsistent with any other provision herein or to cure any ambiguity or omission or to correct any mistake herein, in any Securities or in any Guarantee; or (12) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the interests of the Holders of Securities of any series."